Ultimate Spider-man Reboot
by Marvelfan604
Summary: My own version of ultimate Spiderman. Darker more violent and with brand new elements and charcters including the Avengers and Xmen eventually. How will Peter Parker face his foes as he struggles with his own blood stained hands. Fisrt story reviews are welcomed
1. Chapter 1

**Hello readers this is my first fanfiction so reviews and constructive criticism are welcome, NO FLAMES! This is my own personal take on the Ultimate Marvel Universe so there will be some familiar ideas but most will be from my own mind. Enjoy and Please review!**

**I do not own any characters, all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**New York City 22:00 hours**

The city of New York was business as usual during the night, cars were lighting up the busy streets with people walking down the streets thinking of their own lives, completely unaware of the fierce aerial battle taking place in the sky above them.

A man in a green armored battle suit with glowing green wings was desperately trying to flee the scene of his latest heist. Stealing from the safe of a renowned philanthropist would be easy enough while wearing a specially designed exo-suit that could go up to Mach one and gave its wearer strength sufficient enough to bench press 3 tons. But of course fate had to be cruel to Adrian Toomes. After being caught selling his tech to terrorist he had been jailed, after being released he used one of his spare suits to commit crime as the villainous Vulture.

The vulture fired off several feather shaped blades from the wings of his suit, but his intended target was arguably more maneuverable than Toomes himself. The nimble figure gracefully dodged the attack before firing a thin string like substance at the Vulture who quickly swooped out of the path of the projectile.

"Hah! Did you really think something like that could stop me insect?!" Only too late did Toomes realize that the intended target was not himself but the building right behind him. The webbed figure (now falling in the air) pulled forward on the surprisingly durable substance and was propelled at an incredible speed towards the now frightened villain. The figure hit him head on (or in Toomes case his head had connected with both feet of his acrobatic adversary). Both figures plummeted to the buildings below before the Vulture landed (crashed) on top an air conditioning unit, damaging both the suit and its sinister user.

The figure gracefully landed on his feet after slowing himself with the same string-like substance he had used to down the Vulture. "How many times do I have to tell you buzzard brains, one: crime doesn't pay ("at least legally" he privately thought), and two: spiders are arachnids." "I thought you would have learned that the last I bashed you into the ground…hmm… maybe I didn't leave a good enough impression… heh heh heh." The shadowed figure began to chuckle in a rather dark tone, slowly stepping forward into the moonlight that now began to shine on the rooftop. The figure was of a smaller stature around 5'11 and had a slim yet muscular build. He wore a black and red suit, with what looked like a thin and compressed red pack on the parietal side of his uniform. He had strange and thin red gauntlets that emitted a faint orange glow from the circles on the back of his hands. The red portion of his suit had black web-like markings spread all around and two reflective black lenses were in place of the eyes on the mask, and last but not least a large black spider symbol on his chest.

Spiderman stood menacingly over the crumpled form of the Vulture. The fallen villain looked upon his punisher with eyes of pure fear. Suddenly Spiderman struck forward wrapping his left hand around the terrified villains throat to hoist him up before delivering a surge of bioelectricity directly into the villain. As Toomes began to gag and cough from lack of oxygen, he also started to spasm helplessly before the web-slinger reeled back his right fist. He then struck forward, delivering a powerful knock out punch. If the Vulture could feel anything after the surge from the hero's venom blast it would be the incredible pain of a broken nose. The old man crumpled to the ground blood spurting from his face. "Nighty night, asshole. Next time I'll put you six feet underground." Spidey's last comment was meant as a bluff, he had sworn many months ago that he would never take another human beings life unless there was absolutely no other alternative.

Suddenly the hero felt an intense tingling sensation emanate from the back of his head. His instincts took over as he dodged a fast moving net that snared the now motionless Vulture.

Suddenly several lights activated, bathing the entire area in a bright light. Spider-man momentarily raised his hand to block some of the light until he heard a voice over a megaphone. "Spider-man you are under arrest for destruction of property, assault and battery, an-"the man never finished as Spider-man took this moment to make his own speech, "And I here by declare the Special Crimes Unit a bunch of idiotic morons who seem to think that arresting the guy who did about 95% of their job is a good Idea." Spiderman then leapt into the air as soon as he felt the familiar tingling in the back of his neck, alerting him to two officers in heavy-duty swat armor who opened fire on the floor he had been standing on. "Seriously! I get like no respect from you so called cops!" The misunderstood hero proceeded to perform several acrobatic feats disarming and beating several of his attackers in a matter of seconds.

"Freaks like you belong in the Vault!" a female officer yelled before launching another capture net at Spiderman, however due to the vigilantes superhuman reflexes he easily avoided the incoming shot allowing it to hit another officers instead.

The female officer looked mortified before she was overwhelmed by pain as Spider-man struck her hard in the stomach (admittedly holding back for most of the cops) knocking the air from her lungs before she collapsed.

Spiderman quickly leapt from the building and fired a web, swinging to the adjacent building only to be met by another spotlight, this time coming from a S.C.U helicopter. Spiderman wasted no time in leaping onto the vehicle before ripping the door off its hinges much, to the shock of the pilots. E fired off several blasts of webbing, ensnaring one of the pilots and causing the second's hand to stick to the dashboard, leaving only one hand for him to pilot the Vehicle. Spiderman leapt off the Heli as one of its webbed pilots struggled to regain control of their now wildly spinning craft.

"Have a nice flight gentlemen." The webbed hero said rather sarcastically before launching another web and swinging away.

'I wonder if uncle Ben would be proud of me. He's probably rolling over in his grave about what I just did to those cops, but it's not my fault they're trying to stop me. I mean 'freaks like you belong in the Vault!', who was that lady kidding the Ultimates and the Fantastic Four have been fighting terrorists and mad men for almost a year, she didn't seem to mind them. Man This whole underappreciated thing is really starting to get to me, but while all those big shots are out there stopping super villains, who is looking out for the little guys? Them being around didn't stop that burglar from killing my uncle!' The memory alone was enough to make Spider-man or rather Peter Parker's stomach sick. He remembered that night seven months ago so clearly.

**Seven Months Earlier Parker Residence Queens**

"Peter wake up or you will be late!" Peter parker a 15 year old student at Midtown High School was 5'11 with messy brown hair and brown eyes, he slowly got out of bed and put on his glasses, although his vision was not terrible he definitely needed them to see long distance. "Great school..." the young man grumbled as he grudgingly got ready for school.

"Peter, don't you think that your lack of enthusiasm might spoil the entire trip for your classmates?" Peter barely heard the question from his beloved uncle. He was to tired from his little escapade to the abandoned warehouse he had been using ever since he was 13 years old.

Two years ago Peter had discovered something about himself, he was a mutant, and individual with an X-gene as described by Charles Xavier the foremost researcher on the study of Mutants. Peter had discovered that he had an innate ability to channel his body's own bioelectricity into powerful jolts that he could administer to an object that he was in touch with. He tried doing this several times in rapid succession, but only succeeded in rendering himself unconscious from the amount of energy he had expended.

He had yet to tell his Aunt May or his Uncle Ben about his powers. He was sure they would not reject him due to their long dislike of prejudice. He just didn't want them to freak out over the fact he had been secretly sneaking it behind their backs all this time.

Uncle Ben had apparently been annoyed by Peter's lack of a response, "Peter are you listening?" "Yeah, but no one else is interested in going to Oscorp's labs except me and the science geeks. I mean even Harry is pretty pessimistic about going." Harry Osborn Peter's best friend since middle school hated it when he had to set foot in his father's company. Ever since the death of his mother in a lab accident he and his Father Norman Osborn had become very distant with each other. Peter knew the feeling of losing a loved one when his own parents died in that same accident.

"Look, just try to have some fun ok kiddo?" "All right I'll try." Little did he know that day his life would change forever.


	2. Chapter 2

**Yay! On my second chapter for my spider man fanfic enjoy**

**I do not own any characters; all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**Chapter 2**

**The Day Everything Changed**

Peter got off the bus that had taken his class from Midtown high to the Oscorp labs, he sighed as he looked up at one of the most famous scientific buildings on the planet, on par with Stark Industries and the Baxter Building. Peter began to walk towards the building when he was suddenly pulled into a headlock by a blonde haired jock, it was none other than Flash Thompson the high school's star quarterback. "What's up Puny Parker?" he exclaimed as the headlock turned friendly, "Jeez Flash people are going to think that your bullying people with how you greet them even if your good friends." This voice of criticism came from Flash's girlfriend Liz Allen. "Ah come on he knows I'm playing, right buddy." Peter let out a small laugh after Flash released him, "Yeah, but it wouldn't kill you to hold back a little." "Yeah the last thing the football team needs is you suspended for accidentally suffocating your friend." All three high schoolers looked over to see Harry Osborn, a young man of about Peter's height (a little taller though) with brown combed hair and green eyes. "Yeah that would be a pretty lame reason!" Flash responded. All four friends shared a laugh as they walked in.

Each one of the friends had one thing in common loss of loved ones. Flash use to be the middle school bully to both Harry and Peter alike, but after learning of the accident that had taken both boy's families from them he backed off. This was due to the fact that Flash had lost his mother in a car crash with a drunk driver when he was ten, later he apologized for his behavior and the three reconciled their differences. Liz's father left her mother before she was born and her older sister died from a drug overdose about a year ago. Each one of the friends had made the most of their situations and pulled through it, but that was what tied them together the pain of loss.

If it wasn't for the accident that had claimed his parent's lives Peter would have been thrilled by the chance to visit the labs, but today he could not shake a small feeling of foreboding that seemed to emanated off the building.

"All students please enter the building and stay together." The words spoken by professor Francis Warren urged the large group of students into the facility.

Before Peter could enter the building he was stooped by Professor Warren himself Harry, Liz, and Flash all looked towards the Professor but Warren told them to go inside, peter motioned that it was okay and all three headed into the Building. "Is there something wrong professor?" Peter asked curious as to why he had been singled out, "Peter I know about the accident that happened here and I wanted to know if your okay with going inside the lab." "I'm fine sir, I got over it a long time ago." "You know this is also where my brother was at the time of the accident." This caught Peter's attention, "Really? What happened to him?" At Peter's urging Warren told him as they proceeded into Oscorp's lab areas at the back of the class. "His name was Miles, he worked with your parents quite closely, but after the accident he went missing. I haven't heard from him in over 4 years.'' "So he went missing right after the experiment failed, why?" "I don't know, after the accident at the labs he became very.." the professor paused for a second trying to find the word that would best fir his needs, "odd, very odd." Peter could tell that his prying was beginning to bring up bad memories so e left it at that and regrouped with his friends.

The group entered into a large and spacious part of the lab filled with different computers and tanks filled with different animals and experiments. But while the students were all wowed with the high tech machines and scenes around them none noticed the worried look of several scientist near the edge of the room.

…

"How did it get out of its tank?" an older scientist asked his colleagues, clearly afraid.

"Dr. Smythe, please calm down! We can scare any of the kids here on the trip. The spider must have escaped when the black out occurred about an hour ago, everyone was in such a hurry to get things back online for the visit that we didn't have time to check all the tanks."

"Dr. Morbius I understand you reasoning but shouldn't we try to evacuate the students? We can make up some excuse about private experiments going on, maybe we can take them to the second bio lab with the experimental eels, that might give us time."

"That just might work Mrs. Sasha!" Smythe said praising the woman for her quick thinking. "You Take them into the second lab and keep them occupied well look for the spider."

With that the doctor dismissed both Morbius and Sasha to create a slight detour leading the students into the next room.

….

Peter day finally seemed to be brightening as they stepped into the secondary Lab. This room was filled with different species of animals all in different containers. One container held a large amount of electric eels except these ones seem to be much larger and longer in length. The second tank held a large collection of reptiles ranging from small lizards to a full-blown Komodo dragon. A smaller container held a small pack of rats with one being spate from the others in what looked like a miniature cage. It was significantly larger than the other ones, why it was separate Peter could not say.

"Please everyone if you would be so kind as to direct your attention towards some of our Cross species test subjects, each individual organism is a different breed from the next, but we have been selectively splicing their DNA with those of other animals and of course their own species. Dr. Connors is very excited about the new processes we have developed, now are their any questions relating to the test subjects."

As several people raised their hands Mrs. Sasha began to answer their questions one by one. While this was happening one of the scientist from the previous labs walked through the doors carrying a tray of beakers, unbeknownst to the newcomer was that he had left the lab doors open a bit to long and a large spider colored black and red began crawling towards the group of students. In particular the spider seemed drawn to one student in particularly, a short teenager with brown hair.

The spider began to crawl up the unsuspecting boys pants and onto his arm. Peter felt a strange pressure on his right arm, he looked down and to his horror was a gigantic spider resting on his hand, the moment the spider bit into his hand he let a cry pain. All the students turned to see Peter grasping his right as the spider began to scamper into the crowd, everybody began to shriek and scatter as the spider began to advance on them. Flash and another student, Kong, began to try and stomp on it, but the nimble spider was only pushed away from the crowd back towards Peter. After noticing the now cornered spider right at his feat, Peter slammed his foot down upon the accursed specimen that had caused him such pain. The spider was surprisingly tough, not dying under Peter's foot, until the boy released a subtle blast of bioelectricity in to the creature making it explode.

Most students let out sighs and cries of relief, but for three students (Harry, flash and Liz) the problem hadn't ended as their friend was still clutching his hand, sweating profusely and looking pretty pasty.

"Pete are you ok?!" Harry asked concern evident in his voice. Peter could barely hear any sound before he looked at his hand and saw that most of his visible veins were now black and red. The last thing peter saw before blacking out was professor Warren calling out for some doctors.


	3. Chapter 3

**I do not own any characters; all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**Chapter 3 **

**Discovery**

Peter awoke to the sound of a heart monitor steadily beeping. As he opened his eyes, the bright lights of the ER greeted him. "Wha-?" "Doctor he's awake!" a voice (female, by the high pitch) said. Peter looked towards the direction of the voice and saw a young nurse and African American doctor entered the room. "How are you feeling?" the doctor asked while checking a sheet which Peter assumed had his medical history and vitals on it. "You were really lucky, your immune system was able to handle and eliminate most of the toxins from the spider's venom. The after affects really got you though, you were in a coma for a week, we were afraid there might be some brain damage, but luckily there was none." "Wait! I was out for a whole Weak?" "Yes, we contacted your family but it might take them some time for them to get here."

….

**1 hour later**

"Peter!" aunt May cried out as she hugged the still recovering boy. "We heard what happened, how are you feeling? Do you have a fever? Are they feeding you right? When was the last time you ate?" The questions spewed out of May's mouth faster than Peter could actually hear them so they sounded all jumbled together.

"May! The boy has just recovered, give him some air!" his uncle came to his rescue by prying may off of Peter with some effort.

"The doctors say that you will be discharged tonight, right after we fill out the insurance forms." Ben informed Peter, "But Uncle Ben we can't afford that!" "Don't worry Harry's father's company is taking care of the cost. They figure since it was their experiment that caused the accident, they should take responsibility for the cost of the medical bills." "Well that's a big chunk off my mind."

….

**3 Days later**

Peter had been discharged from the hospital two days ago and he had discovered some surprising things. Whatever the spider had injected him with seemed to alter his body in different ways. His muscles had become more defined, his reflexes were at least 15 times faster than a human's, and he found he had the ability to cling to the walls. He began to test his new abilities in the abandoned warehouse. His strength was sufficient enough to lift a rusted truck and hurl it 25 meters, and that was holding back a little (he didn't want to throw the truck outside of the warehouse, that would attract attention). His original mutant ability also seemed to have been amplified, where before he could only release a few large powered bioelectric blasts a day, he could now distribute an unspecified amount as he had already released over two dozen blasts on a used car (one of many in the warehouse).

One of the scariest and admittedly harder to control abilities were his talons. After the accident he had found that each digit on his hands now contained a single extendable inch long talon that was strong enough to leave deep scars in the concrete blocks that surrounded the building. The hard part was keeping them a secret, as they tended to pop out when he felt threatened or agitated. He had a pretty close call when his aunt and uncle opened his bedroom door without permission, this had startled him into releasing them, however he was able to hide them behind his pillow before they could notice.

Other than Peter's new mutations, his life was pretty normal. Except for the money issues his family was still facing. Peter was out looking for jobs to help get quick money for his family but with jobs being scarce he could find none.

….

Harry Osborn sat in the middle of his living room watching TV; the news was playing describing how the Mutant nation of Genosha had been handed over to the former mutant terrorist/activist Magneto as a peace offering as well as to allow a safe haven for mutants. Harry's attention was stolen when the door to his family's pent house opened revealing the young man's father, the wealthy industrial Norman Osborn.

"Hey dad, why are you home so early?" Harry asked surprised by his father being home so soon when he usually took all night for him to get off work. "I came home to organize some files, but I'll have to go back in to the office later." He quickly walked past Harry but he did stop before entering his office, noticing his son's disappointed frown. "But… it might be a good idea to have dinner first." Harry's mood immediately brightened after hearing this, "Ill go get the Chef's to make something."

…

**Later That Night**

"So I was wondering if there were any positions opening up at the company." Harry asked his father while they were seated across from each other at a large oak table. "As a matter of fact there is an internship positions for the labs that we have been trying to fill. Why did you ask?" Norman was curious as to why his son had suddenly taken an interest in the companies hiring needs; he was already guaranteed the position of a CEO when Norman retired. "Well Petes been looking for a job to help support his family, so I was curious to know if I could offer him the position." "Well he'd have to submit and application, but he so young for such a position…." Harry decided to throw out his final card to convince his dad, "He was almost accepted into the Baxter Building." This came as a shock, Norman had known Peter ever since he was a little boy and sure he was smart, but the Baxter Building!? Only one in a hundred thousand scientist were even considered few were sent application to join and even fewer even got in. "Really? Why didn't he get in?" "He lost out to this other kid who was offered the spot too, Amadea… Amato.. Argh I can't remember his name! Anyway he only lost it because that guy had some new revolutionary new theory or something." "Hmm.." Norman considered the offer, he was more than happy to give the job to Peter, but he had to look over all the other applicants. "Tell you what, Ill give you the application to give to Peter and I'll look it over, I can't guarantee hell get the job but I will give him a fair shot." " Thanks Dad!"

…..

**The Next Morning**

"You are serious! You got me an application!?" Peter could not voice his relief at the news Harry had given him. "Yeah but you've got the same chance as everybody else so don't go flaunting it around ok." "Thanks man just the chance I need."

…..

**2 Weeks later, Oscorp's Lab**

"Parker where is that genetic material?" "Right to left Dr. Smythe." It was Peter's second week working at Oscorp and already he had grown accustomed to the routine. This, however, did not take away from the excitement that he felt from having access to so many different types of technological wonders. He was earning a 4 figure salary at the end of each month, each week he worked would help to release his family from the prison known as debt.

After work Peter went to his abandoned warehouse where he continued to experiment with his powers. By using samples and materials he had taken from Oscorp (covertly) he found that his claws could cut through steel, but could only scratch materials harder than that. He continued to test his speed and agility by leaping up into the air and performing several acrobatic feats before sticking to the walls and leaping off them in rapid succession. "Man I could really get use to these knew powers who knows what I could do."

Peter arrived home later than he had hoped; having been enthralled in honing his knew powers. "So your knew job runs this late huh?" Peter cringed slightly as these words left his uncles mouth. Said man proceeded to turn on the light next to the arm chair he was sitting in, a frown of disappointment on his face.

"I asked you to be home around 10:00, it s 1:00 in the morning and you didn't even bother to call, do you know how worried we were?" "Hey I'm sorry I was late ok! What's with the sense of urgency and concern?" His uncle proceeded to toss him a newspaper with the headlines: **Escaped convict, 4 guards dead.**

"What you think I would be in danger?" Uncle Ben gave a serious glare. "It doesn't matter I have a responsibility to make sure that you are safe." Peter was beginning to tire of this situation and responded with more anger than he should of "Yeah, well I never asked you to look after me!" "No, but your father did." At that comment Peter stormed off to his room, it was an unspoken rule that no one mention Peter's parents in their house as he was still sore over it, from a stranger he could bare it but coming from his father's own brother was to much for Peter to stomach.

…

**Roosevelt Airport 7a.m**.

The private jet landed on the runway and docked with the boarding bridge allowing the passengers to exit into the lounge. Said lounge was also filled with reporters and cameramen taking photos of one of the biggest stars on television, Sergei Kravinoff A.K.A. Kraven the Hunter. He was a large man standing 6'4 with a muscular build wearing a lion skin vest with military fatigues and combat boots, he also wore a necklace made fro teeth of multiple animals.

All the reporters swarmed around Kraven, but he merely brushed by them not bothering to answer or comment on why he was visiting the big apple. After pushing through the mass of Paparazzi, Kraven enter the limo that was outside waiting for him. It drove off down the highway taking him to his private mansion in the city. He was greeted by several of his servants who welcomed him to New York.

Kraven sat down in one of his many arm chairs, this one with a black bear sown into it. He picked up a newspaper with more news on the escaped convict. "Bah, if man was skilled enough to best four guards he should use that skill to be more than a common criminal." Sergei Kravinoff lived by a certain moral code; the strong do not hunt the weak. Kraven only hunted beasts that were stronger and faster than him. For him it was not just a sport, but also a lifelong test. He would continue to push his limits until his end. Unfortunately, that was also his fear, his death. Kraven was no cowered and would gladly face death in the eyes merely for the thrill, but if he did die who would carry on his legacy? What would stop it from fading into a memory? He never bore an heir, as his life style was no way to raise a child. Kraven stopped his musings when a servant informed him of a phone call meant for him. Kraven sighed readying himself for who ever else was on the line.

…**..**

**Meanwhile**

Caradeen stood across the street from his intended target an old house adjacent to several other ones. He had scoped it out two days after escaping from prison, he needed to make quick cash and soon. Escaping from prison was tough, he had to sharpen a shiv out of an old pipe that was left out in the prison yard. Killing one guard was all he really needed to do but when the other three showed up near the prison gate he had to shoot them he couldn't stay in that hell any longer.

Caradeen quickly checked the ammo clip of the handgun he had swiped off the guard he killed. He had six shot left that should be enough to frighten the owners of the house into giving him their possessions. He saw the old man enter the house and Caradeen took this as the chance to break in before the man fully shut the door he barged and slammed the older fellow into the ground, an elderly women about the same age as the man walked in after hearing the noise "Ben!" she screamed in concerned for the old man apparently named Ben. "Listen no one needs to get hurt if you give all the money in your wallet and purse, and any jewelry you got on you!" the burglar listed out his demands to the terrified May as Ben still struggled to break free from the mans grasp. "Stop squirming or I will shoot you! And you!" he shouts glaring at May, "Get moving!" with no other choice May began to empty out her purse.

…

**Meanwhile**

Peter was walking home from Oscorp labs, tired from the events that had transpired. As he approached the street of his house he heard a loud pop noise that echoed down the streets. Peter looked to find the source of the noise and noticed that his house's front door was open. A sense of dread rushed over him as he saw a man dash out of his house and down the street.

Peter rushed in out his house to meet a scene out of his worst nightmares, his uncle laying on floor in a puddle of blood his aunt crying over his still form. "May call the police and an ambulance! Right Now!" Peter shouted these commands at her as he sprinted out the door. Rage filled his being as he bulleted down the street seeing the man go left. He followed suit and although the man had a large lead on him, Peter's new powers allowed him to keep right behind the armed murderer.

He finally chased the murder towards the docks, right wear his old warehouse was. Caradeen was baffled on how a puny teenager had caught up to him so fast it wouldn't matter as he drew out his gun. Peter felt an unnatural tingle in the back of his head, although new to him he understood that Caradeen was going to do something bad, Caradeen whirled around pointing his gun and fired. The Bullet whizzed towards Peter. Luckily the boy's new reflexes allowed him to dodge most of the bullet, instead settling with a deep graze across his upper arm spilling a decent amount of blood. The boys boiling lust for this man's blood drowned any pain Peter would have felt. Using his new powers he leapt forward and tackled the armed murderer, pinning him to the ground; Peter took the opportunity to snap the man's hand freeing the gun from his grip. Caradeen screamed in pain but was quickly silenced as the super strong punches of the boy wailed on his face breaking parts of his skull with each punch.

Peter stopped his punching only grab the man by his head to administer a full blast of his bioelectric powers. As Caradeen began to seize and spasm in the boy's grip, Peter was suddenly kicked back by what felt like a speeding car. Peter flew for about two meters before landing painfully on his back.

"What the hell are you doing you foolish boy!? The strong don't hunt the weak!" Peter looked up at the speaker of these words (spoken in a slight Russian accent) and saw the famous Sergei Kravinoff standing in front of him. Instead of thinking about why the celebrity was here Peter just lunged at him while screaming, "That bastard just killed my uncle and he's going to pay!" Kraven was obviously surprised at the boy's speed and strength as he tackled the mountain of a man to the ground. Before Peter could throw a punch Kraven used his superior knowledge of combat to flip the boy off him, pinning him with his arm behind his back almost breaking it. "Argh!' Peter tried to break free, but the trained hunter knew how to keep his prey down. "If he is a murder he will face justice by the police! Don't become what he is just for the satisfaction of revenge! Believe me, it is nothing but a hollow reward!" As Kraven spoke these words a police cruiser pulled up towards the docks as witnesses had informed them of a suspicious man running towards the area.

"This is the Police hands up and nobody move!" Kraven raised his hands in surrender and instructed Peter to due the same, which he reluctantly did.

…

**A few hours later, N.Y.C. Police Department**

"Alright Mr. Parker thank you for your statement, I am sorry for your loss." Peter got up and left the questioning room. He was originally arrested alongside Kraven and Caradeen, although the latter was sent to the critical care rooms after the beating Peter had handed him. As police officers walked past him he saw his aunt May being comforted by her good friend Anna Watson. Peter began to approach them but he was stopped by none other than Kraven. Peter glared at the man who just seemed to brush it off. "I know that you hate me for interfering, but you have to understand, one more second and you would have been no better than the man you tried to kill. And for the record I know what you are, peter Parker." Peter stared at him in shock, was kraven going to tell his family and the police that he was a mutant, his aunts reaction would probably anger that her nephew had kept this a secret (she would have taken it as a sign of distrust towards her and Ben), and if the police found out that he was a mutant they could arrest him for assault. There was still a huge amount of prejudice against mutants and he was sure some cops would love to lock him up. "Meet me at my penthouse, we will talk more." With that he handed him a card and walked away. Peter looked down at the card, written on it was an address, which Peter assumed was for Kraven's mansion. He was about to finally speak to his aunt but fate seemed to like throwing obstacles in his way, this time it was in the form of a Young woman with orange hair tied in a ponytail wearing slacks and a trench coat. "Mr. Parker?" "Yeah?" Peter asked wary of this new person. " My name is officer Jeane DeWolffe, I would like to express my condolences for the death of your uncle." "Yeah, one of the other officers already gave me the speech." Peter responded with a bit of venom in his voice. Her response however was different from what he expected. "This is not coming from a prerehearsed department speech, this is coming from someone who has lost their husband, a great man, to another punk with a gun. I know how loss feels, if you ever need someone to talk to your looking at her. Now go make sure your aunts ok." With that officer Dewolffe walked away. "Peter looked at her retreating form before he looked back to his distraught aunt.

As soon as May saw Peter she immediately leapt towards him embracing him in a hug which he gladly returned as both started to cry. Their family was a member short, but it felt as if it was totally destroyed. With this in mind Peter resolved to protect the rest of the family he had left.


	4. Chapter 4

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners. **

**Ill be trying to get to the main story after this chapter, I had to go through the origin stuff, Yada-Yada character development.**

**Chapter 4**

**A Convincing offer**

Peter was leaving the doors of Oscorp's lab thinking on what he should do. A week had passed since the death of his Uncle. The funeral had been depressing, many a surprising amount of people showed up for the event than Peter had believed would. Of course his friends Harry, Liz, Flash and even Harry's father Norman (to Peter's shock). A man Peter didn't recognize was also present but he left after the final prayers were said.

Peter's thoughts weren't on the funeral however. His mind was on what Kraven had told him last week. _"I know what you are."_ He couldn't have known about the incident at Oscorp could he? And even if he didn't know about that, the fact he might know he was mutant was bad enough. Peter felt like he was being black mailed into his position. He arrived at Kraven's mansion, a large 3 story building in the middle of a surprisingly forested area of the city. Peter pressed the gates intercom and waited for someone to answer. Eventually a servant answered, "I'm here to see Sergei Kravinoff." Peter responded to the servant. "Master Kravinoff is not taking visitors, leave." Peter started to become irritated from that answer. "Peter parker to see Kraven, Please!" he said the last word with great content evident in his voice. There was a pause on the other side of the intercom until the servant answered, "Enter." The gate immediately swung open and Peter entered. As he approached the tall oak door of the mansion, another servant who quickly ushered him inside opened it. "Master Kravinoff is waiting on the third floor!" The servant then guided Peter to said floor where he was shown to a large door. The servant then quickly left, leaving Peter alone in the large hallway. Peter opened the door and walked inside a massive room. The place looked like a combination of a hunter's trophy room (filled with mounted heads and furs of bears, lions, tigers, alligators and etc.) as well as a library (filled with more books than Peter's school had), and a historical weapons and artifact museum (the place was lined with both traditional and modern tools for hunting, ranging from old machetes and African spears, to modern longbows and hunting rifles).

As Peter stood in awe of the room's decorations he noticed a familiar tingling sensation in the back of his head. He quickly leapt into the air clinging to the wall on the opposite sides of the room, he noticed three small and dangerous throwing knives pinned into the carpet where he once stood. Peter's senses when off again as he dodged and old spear, followed by a bola. He heard the twang of a bow and quickly reeled around and caught the arrow by its shaft; the tip was inches away from Peters face.

"I'm glad to see my intuition has not dulled with my age." Peter turned to see Sergei Kravinoff standing by a columned arch, an old bow in his left hand. "If you were an average man you would have been dead 3 times over. But then again people like me and you are not ordinary men, are we Peter Parker?" he said these words with both pride and a hidden amount of contempt, whether this was directed at himself or Peter he could not tell. "Ok I came here like you asked, what do you want from me?" Kraven watched him carefully before speaking, "The man who killed your uncle is dead. He died last night from the injuries you inflicted on him." With this news a huge wave of emotions flooded Peter's mind, a sense of joy at the thought that the son of a bitch that killed his uncle was dead, and disgust at himself for being responsible. Kraven seemed to notice his emotionally torn conscious and spoke, "You should sit down." "I'm fine standing." Peter replied but by the sound of his voice it was plain to see it was a lie. Kraven walked over to Peter and pushed him down onto an armchair. "I said sit, you look like little girl who is about to faint. I know what you are thinking."

Peter looked up at the man, seeing this Kraven continued to speak, "I have done many things that most men would be disgusted at, and it took me years to see the error and hubris of my ways. I have killed many times before and although I have felt little regret in these actions, I now know it was wrong. You and I are both different, yet so similar. You have a conscience at an age in which I did not have one. You feel pride at having vengeance fulfilled, and disgust as it has now shamed your uncle's memory. " Kraven's word hit Peter hard as he realized the truth of his own actions. He had killed that man, Caradeen, in cold blood. His rage, his thirst for retribution had lead him to become a killer like that scumbag had been. Peter could imagine that uncle Ben was rolling over in his grave now, and that thought alone was almost unbearable to Peter.

"That man's blood will be on your hands forever, but that does not mean you are lost from a better path, much like me. I was fortunate enough to be saved from the monster I would become by a dear friend. And now I believe fate would have me do the same for you." Peter looked up at the man confused by what he was saying. "What do you mean?" "Last week I saw a boy who was giving into rage. With the strength and power you have, you could do so much more. You have a responsibility to do more. " Peter looked at the man incredulously, "What like become a superhero? Like the Ultimate Avengers? What good would that do? It didn't stop Caradeen from shooting my uncle!" Kraven seemed to have expected the boy's response, as he quickly replied, "Not like those ones, they are true heroes, however they live a life were danger threatens all life not individuals. You could do what they can't protect the weak from the scum that walk your streets everyday, protecting victims from the common criminals."

Peter though this over for a moment, "So you are suggesting I use my powers to fight crime as a standard vigilante, like that Red Devil people in Hell's Kitchen are always so scared of?'' Kraven nodded "You may not be able to save everyone, but you could make a difference to not only this city but to yourself." Peter was at a loss for words. Him? A hero? He had just committed murder essentially, and now he was supposed to be someone went out and fought super villains.

"Don't decide now." Kraven interrupted Peter's train of thought with his words. "If you decide to take up my offer come back here and I will train you." With those closing words a servant opened the door and let Peter out, leaving Kraven behind. As the door to his study closed Kraven phone rang. He picked it up an answered to hear a deep African voice speak from the other line, "How are you doing my friend? I see you made quite the impression visiting New York City." "I did, much to my annoyance. As for how I'm doing, I seem to be walking in your foot steps T'challa." "Really? How so?" the man identified as T'challa asked. "I have found a young man who has fallen onto a violent path. I'm trying to make sure he doesn't become what I was when we met." "You are trying to keep him on the path of the righteous. It is good to see you helping people, tell me what has you so interested in this young man." Kraven answered honestly "I believe he may be a mutant or possibly a metahuman, he was stronger and faster than me, he lacks experience though, but with my help I can make him into someone who can make a difference." There was a pause on the other line until T'chala answered, "Is the boy okay with this?" "I will not force him into anything he does not want." "I see good luck my friend if there is anything I can do, let me know." "I will, and thank you."

…

Peter walked down the street away from Kraven's mansion lost in thought. He had all the power to make a difference in his city, but should he really take on that type of responsibility. His uncle always told him that with great power came great responsibility, was that what Peter should do, become a hero?

Peter was brought out of his thoughts when he heard loud voices coming from an alley. As he approached the ally it seemed as if the voices were arguing.

"Katie I don't want you seeing that guy again." This voice was coming from a larger man with a snake tattoo on his left shoulder, he was currently pinning a woman (about his age) wear black pants and a halter top up against a wall. "Hey you can't decide my life Andy!" "Dammit Katie", unbeknownst to the quarrelling couple a small group of five men wearing hoodies were approaching them. The couple only noticed too late when they were completely surrounded.

The apparent leader of the group spoke up while pulling out a gun and pointing it at the man, "Give us all your money and the same with the girl, you make any funny moves and we shoot ya." The other members of the crooks pooled out their own weapons, a pipe, chain, knife, and brass knuckles. The terrified group was about o comply when one of the goons spoke out, "Hey they have seen our faces we should just kill em and then take the valuables." The others all agreed. "Yeah but lets have some fun with the girl first." The man spoke while wearing a lecherous grin, eyeing the girl now cowering behind the man named Andy. "I don't see why not." The leader said while raising his gun to fire.

Before he could pull the trigger, a fist met his face, courtesy of Peter. With the crunching noise that emanated from the impact of Peter's fist, he assumed the man he'd just punched had several of his facial bones broken. The others were at first shocked but quickly recovered during their leader's plummet to the ground.

"You son of a bit-" the criminal with the brass knuckle tried to hit Peter with his metal clad fist but was easily dodged and treated to an unhealthy dose of a bioelectric blast. The man flew about a meter before crashing into some trashcans. The guys with the knife and pipe lunged at Peter, however they weren't expecting the kid's claws to pop out and sliced there weapons apart. Peter followed his counter by kneeing one thug in the stomach and slashing another man across the chest (he made sure it was a shallow cut). The last thug with a metal chain attempted to run but Peter gave chase leaping on top of him and sending an electric current down his back. The couple was left speech less and Peter didn't wait around for them to say anything, he leapt onto the wall of the nearest building and booked (by crawling) it.

Peter finally stopped leaping and crawling on buildings after about 5 blocks. After he finally collected his thoughts, he started to think about what he had just done, he had probably just crippled five people, but he saved a couple from death, and the girl from a fate considerably worser. Maybe kraven was right maybe he could make a difference. He quickly shook his head he wouldn't get pulled into some fantasy; he would not be drawn into the glamour of being a hero. Peter leapt from the roof and landed in a deserted alleyway and began his long walk home.

…..

**Midtown High, Next Day**

"So did you hear about that famous hunter being in the city?" Liz asked her friends while they sat in the cafeteria. "Yeah, that Kraven the hunter guy right? Why would he come to New York, we really have nothing to hunt." Flash responded to Liz's question. "Maybe he's hear hunt the most dangerous game, _MAN_!" harry said rather dramatically, receiving a laugh from both Liz and Flash, but Peter sat quiet in thought. His lack of a response to Harry's joke troubled his friends. "Hey Pete are you ok?" harry asked his best friend. "Huh? Oh no…I was just thinking about something, that's all." "Is it about your uncle?" Liz asked cautiously as she and the others new they were on thin ice. "I do miss him, but that's not it. I'm just worried about something it ain't so serious so don't worry about it." His friends let his slightly odd behavior slide as they began to chat again with Peter making sure to jump into the conversation as not to worry them any further.

Peter turned his head to look around the lunchroom, seeing the dozens of people eating and talking to each other. However something caught Peter's attention in the form of a conversation he heard thanks to his enhanced hearing. "Hey where's that Michael kid?" "You mean the one that gets bullied by Kong all the time, I don't know he was absent from class yesterday and last Friday, maybe he's sick." "Isn't his friend Eric out to, I heard he was picked on to." This conversation made Peter a little nervous for some reason. He then felt a tingle in the back of his head and he knew something bad was going to happen. He jerked his head to the lunch room door only to see them being kicked in by two men wearing all black with hoods covering their heads, they're faces covered by paintball helmets with skulls painted on the face plate.

Both men were carrying guns, one held a 12-gauge shotgun; the other held a mark 42-assault rifle. Both opened fire on the crowd of people. Whoever they were they weren't professionals as their aim was lousy shooting and blasting tables. But the fear the students felt was more then understandable.

Everyone ran from the cafeteria in a panic as the shooters slowly walked out into the hallways. Flash, Harry and Liz were still grouped together as they ran into the nearest classroom they could find Liz immediately called 911 on her cell. Only after the three had calmed down did they realize that Peter was not among them.

…

**Meanwhile**

Peter had been separated from his friends during the commotion in the lunchroom and was now desperately looking for the shooter; with his powers he could stop the attackers by himself before they killed someone. Peter scoured the hallways he looking for the shooters. He finally found the one with the shotgun heading for a room that appeared to be locked.

The assailant aimed his gun at the door but before being able to fire a shot peter launched himself at the gunmen. He tackled him to the ground giving solid punches to the masked man before delivering a finishing blow with his bioelectric shock. He removed the man's jacket as it had a hood. He put on the hood to make sure no one could see his face; he didn't need anyone else to know he had powers.

Peter raced down the hallway looking for the second shooter. He heard several gunshots come from the hallway around the corner. He raced around to see a broken door with bullet wholes in the hinges. Another gunshot went off and peter ran to the door seeing a sight just as awful as the night his uncle had been shot; flash stood in front of Liz with a red spot slowly forming near his stomach. The boy crumpled to his knees being stopped from completely collapsing by a now sobbing Liz and an enraged Harry. The second gunmen raised his gun but Peter felt his rage boil over just like it had with Caradeen.

The super powered teen leapt from his position at the door with enraged cry of anger. He tackled the poor shooter through the window with the force of a speeding car. They landed outside the window near the side of the school. Peter wasted no time in thrashing the shooter; the blows fractured the helmet he wore in no time. The shooter tried to raise his gun but peter slashed his wrist open with his talons causing the attacker to scream in agony. The blow to the head didn't help his position either, Peter finally beat him unconscious by slamming the man head first into a dumpster leaving quite a large dent. The enraged teen was about to send a lethal dose of his bioelectric powers through the man's body but stopped when he heard the police and ambulance sirens wailing outside of the school. He dropped the attacker on the ground and quickly removed the hooded jacket he wore, throwing into the dumpster.

Peter quickly ran to the front of the school in time to see the EMTs transporting both the first shooter and Flash into the ambulance. He saw both Harry and Liz speaking to the officers, tears streaming down their faces. Peter sprinted over to them to make sure Flash was going to live.

….

**Hospital Three Hours Later**

"The doctors say he will live but he is currently in a coma." The nurse reported this news to the both relieved and horrified trio of friends. "Please he can't be in a coma! Isn't there anything you could do!?" Liz asked completely mortified at what had become of her boyfriend. "I'm sorry but he'll have to awaken on his own." With these words the nurse left to attend several other patients. The three friends stood there frozen in shock until peter dashed out of the hospital aiming for one destination.

…..

**Kraven's Mansion**

Kraven went to answer his door, which at the moment was being pounded so hard you could start to see cracks form on the other side. Kraven answered the door surprised to see peter at his door so soon he thought for sure the boy wouldn't be back for sometime. "Peter are you here about…" "I want you to train me! I want to be able to save as many people as I can." Kraven was truly stunned at the boy's quick response to his offer, but he could see the unyielding fire of determination blazing in the young man's eyes. "I give you my word, I, Sergei Kravinoff, will make you into a force to be reckoned with." And with that he outstretched his hand to his new apprentice a hand that Peter readily shook as a sign of their deal.


	5. Chapter 5

**Hello thank you to all those who have read my story and special thanks to the first reviewer Harbinger of Kaos, Thank you man! After this chapter I'll be trying to get to the real beef of the story. **

**As a bonus here is a picture of Spidey in his suit: . **

**Chapter 5**

**Training the Arachnid**

Peter dodged several arrows fired from the traps Kraven had set up in his underground hunting area. It was essentially a large forest that was built right under Kraven's mansion. It was where Kraven trained himself to keep his skills in peek performance. Peter's training was by no means smooth. Kraven held nothing back in training him, if the foes Peter would face wouldn't show him any mercy then why should Kraven in his training. He had Peter dodge and fight through numerous traps while trying to avoid detection by Kraven, if Kraven was able to corner Peter, the teen would have to viciously fight his way out. Kraven told him to be as brutal and merciless as he could be against him, but he also emphasized to hold back his strength when dealing with the common thugs.

With each battle Peter was getting stronger and more experienced making him more deadly than he was at the beginning. Kraven was going at him full force wielding knives, spears, and any weapon he could handle to hone Peter's skill. Peter would jump, slash, kick and punch though Kravens attacks and defenses landing several blows, but for every blow that Peter dealt; Kraven dealt three-fold. By the end of the fifth training session (as this had been going on for about 2 weeks, with Peter already starting his vigilante routines) the young hero-in-training was covered in cuts and bruises. An extra bonus his powers gave him aside from enhanced durability and stamina; was a weak healing factor. Most of his cuts had stopped bleeding; by tomorrow morning he would have only faint scars that would be barely visible.

Kraven finally spoke after they had recovered from their life-threatening workout. "Your instincts and fighting skills are improving with each practice. Soon you will put even my skills to shame." "Thanks, but my nighttime patrols are starting to become a little more dangerous, last night my hood was nearly shot off by some asshole." Kraven seemed to think about this for a second, "Maybe we should get you a costume." Peter gave Kraven an 'are you serious' look. "Before you say anything listen, you will wear this to help inspire fear in your enemies, and you wear the mask to protect those close to you from the danger you bring." "What about you? You don't exactly where a mask." Kraven gave him a quick answer. "You where a mask to protect those close to you as they will not be able to defend themselves the way you can. My family is all but dead, only my brother is alive an he walks a path far different from mine." Peter suddenly felt bad about his prying into Kraven's personal life if it brought painful memories.

"Hey Kraven, I'm sorry I didn't.." Kraven cut him off, "Bah! Do not apologize my family was complicated enough; you need not worry of about my family. But if you are going to truly strike fear into your enemies we need to give you a symbol. I think what would fit you most would be the spider." Peter gave him a questioning look. " Why a spider? I'm mean I know I can cling to walls, but only so many people have arachnophobia." "True but you fight with both body and mind, you are clever. In our training you lured me into two of my own traps and used it to your advantage. You are like the trickster, Anansi. You fool your enemies and use their weakness to defeat them. The spider shall be your symbol, you will need a suit to wear in battle." Peter thought this over and finally seemed to settle on an answer. " I've got an Idea, leave the costume to me."

…

**Oscorp Labs, The Next Day**

"Dr. Smythe, did you take any more of the industrial fluids from the equipment room?' this question was asked by Dr. Michael Morbius as he entered the lab room which Smythe was currently working in. Said man was busy looking at a DNA sample under a microscope and without looking up answered the man's question. "No, I didn't. Why do you ask?" Morbius paused for a moment before answering, "It's just that an entire case of the stuff is missing from the room and no one else has access to it but you and me. " With this new information added to the conversation Smythe looked up from his microscope and said, "Show me."

Both men entered the lab room that contained the construction fluid, and true enough an entire case was missing. "Dr. Smythe I was wondering if the new specimens DNA had.." Peter Parker entered the room looking for Dr. Smythe, but when he saw the two men looking at the empty area where the construction fluid was he asked the question. "What is going on?" Morbius looked at Peter and quickly said, "Nothing Peter, Smythe go back to your work and I'll make sure our inventory is up to date." "Right, we can't let some idiot misinterpret the items we have again." Smythe quickly caught on to what Morbius was intending to do and played along. "Peter, why don't we go back to the lab and allow the good doctor to do his work." "Ok." Peter responded. The two left the room as Morbius quickly began to alter the inventory for the supply room. He couldn't let anyone else think that their security was compromised.

….

**After Work **

Peter left the Oscorp building with a smirk on his face. His plan to take the construction fluid worked better than he thought. It was easy to get past the security locks; he was familiar with them enough to hack them. He was thankful that Smythe and Morbius had decided to cover up the theft rather than report it. Now he could analyze it and produce more of it at his warehouse. After Kraven's training had started, Peter had begun to sneak out small supplies of tech from the Oscorp labs. He had started on his costume and had gotten about 90% done. All he had to do now was to create his mask and gloves. The mask was the easy part, simple resistant impact fibers (essentially a weaker form of Kevlar but far lighter and allowed for greater mobility), the same material that made the rest of his costume. The real problem was the gloves. He needed a way to use his claws in a fight, but they tore through the fibers whenever he used them. He figured they would have to be made of Reed Richards' unstable molecules. Although Oscorp did a have a small supply of them, they were under heavy guard on one of the higher floors, an area he did not have access to.

He brought this matter up with Kraven, but the hunter informed him that a colleague of his had connection to the FF's (Fantastic Four) resident scientist who could get him enough to create the gloves for him. Peter had also been working on his web-shooters. Specialized devices that he could utilize to fire off the construction fluid as a web like substance. His shooters rested above the forearms of his suit and were laced with a light weight steel alloy to protect them from damage as well as being able to use them as shield if need be. His mask was red with black lenses (reflective as well) and was made from a plexi-glass like material supplied to him by Kraven. The final touch he made to his costume was a small and compact backpack like device. It could house extra cartridges fro his web shooters and as an offensive feature he had built in was four extendable spider legs that were about two meters in length made from a new space age polymer with razor sharp tips with several joints to allow freedom of movement for them.

**...**

**Hospital**

Peter finally arrived at the hospital where Flash was still staying at, comatose. He signed the guest log and entered Flash's room. He quickly closed the blinds to the room and he sat down in a chair next Flash's bed. "Hey man, it's been a while hasn't it. Look I'm gonna come by here as much as I can and I know you can't hear me but I just need someone to listen." After pausing for a second Peter continued his monologue. "I'm gonna be trying to right some wrongs in this city, the same kind that put you here, I'll fix it no matter how many thugs I have to send to the ER. I just needed to tell a friend, because what I have to become wont let me be close to you, Harry, or Liz ever again. I will not put you in danger and I will be here when you wake up I promise you that. But for now on you might be hearing about me on TV." With that statement Peter got up and left the room leaving the comatose Flash alone in his bed.

Harry and Liz were just about to sign the guest form when they saw Peter's name listed on the paper. They both looked at each other in shock, Peter had been distant and absent from their group for about a week after the shooting had occurred even at school he would disappear at times. Harry and Liz ran into Flash's room only to see a vacant chair and sleeping Flash. Harry then caught a glimpse of the back of Peter's head and chased after him calling his name. Peter either ignored him or didn't hear him as he continued walking out the hospital door. Harry ran out of the Hospital looking for any trace of his best friend but seeing nothing familiar in the bustling streets of New York. Harry sighed in exasperation as he walked back into the hospital. Peter looked down from the rooftop he had crawled to, watching as his best friend reentered the hospital. "I'm sorry Harry." He said before leaping onto the adjacent buildings and sprinting to his warehouse to complete his work.

….

**Penta Cost Bank, 9 P.M.**

The alarms of the bank rang throughout the street as three armored gunmen ran out the front doors. Each one carrying a duffel bag full of money. The trio set off down the street shooting at several police officers as they arrived at the scene of the crime. The trio popped smoke grenades and flash bangs to further cover their trail as they got in to a Fed Ex truck and took off down the road. The men were celebrating their apparent successful robbery until they heard a large thud on the roof of their truck. Then a fist went through the roof grabbing on e man and ripping him through the roof as well, the driver saw his partner being thrown off the van but covered in some sort of silver like material. He looked back into his truck only to see his second partner pinned to the wall by the same silver material. He quickly slammed on the brakes and exited the vehicle running down an alley. His hand suddenly was hit with the substance and was pulled by it, being flung up onto the roof of the nearest building. He was then confronted by a dark figure clad in black and red, "Didn't your parents tell you stealing was wrong, guess Ill have to repeat that lesson." The masked vigilante quickly delivered several punches to the armored man breaking his protection and causing him to border on unconsciousness. "Now, you go in tell all your buddies that anyone who breaks the law will answer to me: Spider-Man!" and with that he threw the man off the roof only to pin him with two webs making him hangs between the two buildings, easy pickings for the police. Spidey grabbed the man's phone and dialed 911 letting the phone ring on the streets as he swung away. The night was young and so was he; he had some work to do.

**Boom! Origin arc complete now the real story will begin, please shoot me some ideas about who you want to see as villains, or to make an appearance. I'm open to suggestions. **

**Here are some the upcoming villains:**

**Electro**

**Scorpion**

**Rhino**

**Hobgoblin**

**Juggernaut **

**Venom**

**And many, many more. **


	6. Chapter 6

**Disclaimer: I do not own any of the characters of Marvel; all rights go to their respective owners**

**For a picture of daredevil: fs70/i/2013/322/e/2/daredevil_redesign_by_ **

**Chapter 6**

**The Daring Duo**

**2 Weeks Later**

Peter swung through the city air as Spiderman. He swung towards a building and clung to its surface. He looked out over the glistening cityscape, watching as cars and people alike moved on the streets below. Ever since Peter had begun his annual patrols he found that overlooking the city from his current height was one of the best views he had ever scene. Peter's exploits on criminals in the city had run rampant like wild fire. He had done so much after he'd scared those armed robbers. Within the two weeks he had been active as Spiderman, he had stopped over 20-armed robberies, 8 car chases, and four hostage situations. It seemed the criminal underworld was panicking, doing everything they could to lure out the spider and try to stomp on him. But no matter how many guns, armed men, or hostages they used Spidey always took them down with a thrashing. Most criminals went to the hospital instead of the police station. The NYPD did not like his vigilante activities. Several times during the four hostage situations the police tried to arrest him, he had held back quite a bit on them when he had to get violent, mostly just webbing them to their cars or police buddies.

Kraven had continued his training during the two weeks of his crackdown on crime, but sadly it was time for his mentor to return to Africa. He did however leave Peter full access to his mansion as well as a way to communicate with Kraven in case of emergency. And while Peter's assault on crime had been successful his aunt's recovery from her husband's death was not. May still slept at Anna Watson's home as the memories she shared with Ben still haunted her. Although Peter and Mrs. Watson had never really gotten along he was thankful for her friendship to his aunt. This did give Peter freedom to use his house with little repercussions, but as of late he seemed to have made the warehouse his home away from home. He had the place outfitted with extra equipment for his costume (mainly for repairs) and his own little lab, plus living quarters.

Peter had also managed to at least partially reconnect with Harry and Liz, chalking up his behavior to his job, and his recent losses. However, he still kept himself at a distance. His main concern now was about a drug cartel that was fleeing Queens. The shipment was heading into hells kitchen, so tonight he was going sight seeing.

He swung from building to building, making his way into Hell's Kitchen.

….

**Hells Kitchen**

Matt Murdock, one of the best lawyers in New York City (Despite being blind), was currently prowling the rooftops of Hells kitchen as his alter ego, the man without fear, Daredevil. He leapt from his rooftop onto another as he stalked a small group of crooks. They were currently discussing a large shipment of drugs coming in from Queens. He knew this had to be the work of the Kingpin Wilson Fisk. The shipment was heading for the docs. "We need to hurry!" one of the thugs said, "If were late Hammerhead will kill us, Literally!" "Were almost there so shut up!" another tug responded to his frightened compatriot.

The group headed off with Daredevil tailing close behind from the safety of the roofs.

….

**Back with Spidey**

Spider-Man had finally tracked the large truck full of drugs to a nearby warehouse at the docks. The area was filled with armed gunmen; several were currently working on unloading the shipment from the truck. Spider man noticed that a tall but blocky man in a pinstriped suit was giving out the orders; the strangest thing about his was that the top of his head was flat. He was carrying what looked like a modified Thompson-22 submachine gun. Spider-man was about to jump into the fray when he noticed a shadowy figure jump from a rooftop onto the warehouse roof. Spiderman quickly and stealthily jumped to the same building, planning to investigate. As he landed his spider sense activated just in time for him to dodge a flying baton attached to a metal cord. He rooled out of its path before unsheathing his claws ready to attack. The projectile retracted to a figure wearing an all red combat suit with a small set of horns on his head. Peter noticed that the eyes of the costume were not open, nor were they made from reflective lenses.

"You better hope that you're not part of that little get together, or there will be Hell to pay." The red clad figure spoke menacingly. After a few moments of silence with the two vigilantes staring each other down, Spiderman finally spoke. "Your that daredevil guy that works around here aren't you?" "Yeah I am, and who are you suppose to be?" the man responded to Peter's question by giving a question. "I'm Spider-man and I'm a little new to this whole vigilante business." "Yeah, I've heard about you on TV." "Guess you'd have to. But man I gotta say you are the highest functioning blind person I have ever met." Spiderman's comment had struck home as Daredevil stood in in slight shock which quickly turned into anger. "How?" was all he asked. "Your mask has no holes in the eyes, and they're not reflective lenses, so assuming you were blind seemed to be the best conclusion. So how are you so good at fighting, you cant see so do you have some like augmented third eye or something?" Daredevil paused for a moment before pointing to his ears, "Sonar." "Like a bat, you see by sound?" "Pretty much." "Man that's pretty cool. So is it safe to assume that you're here to trash the drugs and break up this little party." "Yeah, but it looks like I wont be the only party crasher." He said this with a smirk on his face. Peter smiled under his mask and said, "Got that right!"

Hammerhead and his henchmen continued to unload the drugs when one of his men reported some of their guys hadn't returned from scoping the perimeter. Hammerhead sent two more armed gunmen to check on them. The two men went around the front of the dock looking for their missing conspirators. One went around the corner and the other stayed to look around the front. After about five minutes in which the first gunmen did not return he went to check. He walked around corner only to find that his companion had been webbed to the wall, the man whirled around ready to shout a warning before a red billy club slammed into his skull, knocking him unconscious. In the meantime, Spiderman crawled onto the front of the cargo truck which was lightly guarded. He had silently webbed two armed thugs who never saw him coming. He placed his right hand on the front of the vehicles hood. He sent one of his newly named venom blasts through the truck's engine. The surge of electricity coursed through the machines body, causing it to stutter and explode with Peter jumping away a second before it exploded. All the thugs quickly went to work trying to put out the fire that was now burning their cargo. Before any of them could react a red clad figure leapt into their midst and proceeded to beat and bash the hired guns.

Hammerhead looked in shock and anger at the costumed vigilante Daredevil. Of all the times for him to interfere with business, it had to be tonight. The gangster-styled villain raised his weapon, but before he was able to fire; Spiderman slammed into his back. Hammerhead stumbled several feet forward before regaining his balance. The suit clad gunmen whirled around, aiming bis gun at the red and black vigilante. Before he could pull the trigger a blast of silver webbing plugged the barrel of his gun, rendering it useless. Spiderman then proceeded to tackle the flat-headed man to the ground. Before Peter could begin to beat the gangster into the ground, he was thrown off by the very gangster he had pinned. Hammerhead seemed to have some form of enhanced strength, as he was able to buck Peter off of him with little effort. Matt had finished with all the hired guns and noticed peter's difficulty with Hammerhead, he flung one of his batons at the gangster only for it to be deflected off his head. Hammerhead glared at the blind vigilante, rage blazing in his eyes. The man then charged Daredevil like an enraged bull. Luckily said vigilante was far more agile than his hard headed foe and leapt into the air successfully avoiding the attack. Hammerhead smashed into several crates headfirst but emerged unscathed. He again lunged at Daredevil who leapt over him and used his nun chucks (formed from his batons) to choke Hammerhead, but the gangster still would not go down. Spiderman took this opportunity to leap on Hammerhead's back, digging his claws into the mans back. "DD! Jump!" he screamed, as Daredevil let go releasing the choke hold he had. Spiderman delivered a large dose of his venom blast into Hammerhead who struggled for around five seconds be fore dropping to the ground unconscious. Spiderman rolled off of the gangster's back, letting out a sigh of relief at the man's defeat.

Daredevil helped Spiderman to his feet. "We should probably get going, that car explosion must have attracted some cops by now, I can hear the sirens coming." spiderman looked out onto the streets but saw nothing. "I'm just gonna have to trust your hearing on that one. Let's go!'' The two masked vigilantes leapt to the rooftops to avoid the oncoming police. They ran from the area, leaping and dodging any obstacle in their path.

After safely fleeing the scene the two men began to talk. "It's good to see another hero looking after the little guys, you did good kid." "Coming from a guy like you that means a lot. But who were those guys working for? I doubt a guy who uses his head as a battering ram is smart enough to organize a load of drugs that fast." Daredevil remained silent for a moment before speaking. "Have you heard of Wilson Fisk?" "What the millionaire philanthropist? What's he got to do with th-, Wait you mean he's in charge of these goons!?" Daredevil nodded in confirmation. "He uses his empire to fund criminals and gain control over the criminal underworld. And he is very good at covering his tracks, I've got evidence tying him to some criminals, but nothing that will stick in a court."

Spiderman looked at the devil-themed vigilante before speaking. "Well, Listen I may not get out to Hell's Kitchen much, but if you ever need help just let me know, send a word through the grape vine, and by that I mean beat up a few thugs in queens and I'll meet you here." Matt smirked at the proposal, "Thanks for the offer, if you ever need my assistance contact this guy." He then proceeded to hand Spiderman a business card for his civilian identity. Spiderman took the card, thanking Daredevil one last time before departing, it felt good that he had a kindred spirit in another hero.

…

**One Week Later**

**Fisk's Office**

Wilson Fisk, better know as the King Pin in the criminal Underworld, stood inside his office watching, the news about how is drug empire was being taken down by a police raid, some one had tipped off the police about the warehouse that stored his supply, and somehow they knew to keep the info out of the ears of his corrupted officers.

Fisk's info network had lead him to believe the vigilantes Daredevil and Spiderman were behind this attack. He would deal with Daredevil through an alternate means, but for Spiderman he had acquired some help from a mysterious geneticist who called himself the Jackal. He had hired a private eye name Mac Gargan to "volunteer" for an experimental treatment and it had worked wonderfully. In front of him, housed in a specially designed containment unit resided a monstrous creature with an acid green complexion. Fisk wickedly grinned at his new super powered muscle, The Scorpion!

**Few don with this one, Ill be trying to add in more heroes, and Daredevil will make more appearances in later chapters. I hope you liked this one and for a photo of the Scorpion: .ca/images/Grush_InGameSM2099_ **

**The next chapter will display Spidey's first fight with a truly super powered villain, and scorpion will have some new abilities his old counter part didn't posses. Still looking for more villains to include, please constructive criticism is welcomed.**


	7. Chapter 7

**Disclaimer: I do not own any characters from Marvel, All rights belong to their respective owners.**

**Still looking for more villains and characters to add to the story, remember it's worth a try and all thoughts are welcome!**

**Chapter 7**

**Predator and Prey**

Peter was in a bit of a pickle. His aunt was coming home. While this would normally be great, this also meant Peter had to be more careful in concealing his vigilante lifestyle from May. He could always use the excuse of late night work hours, but that could only work for so long. Peter had made sure to clear his house of all traces of his Spiderman gear, he used an old lock box in the attic to store his clothing. He had turned the attic into his own little private room. He stored a couple of miscellaneous items in the attic, it also contained a spare mattress and sheets.

Peter was just making the final touches on cleaning up when he heard the ring of his doorbell. He walked over to the door and opened it to reveal his aunt May and her friend Anna Watson. Peter let May into the house and sat her down. The three engaged in small talk before a news broadcast appeared highlighting how a bank had been robbed covertly last night, but the walls of the vault had ruptured by a great force. Peter began to focus on the broadcast ignoring May and Ana's conversation.

…

**Wilson Fisk's Office**

The kingpin stood in front of his previously unbreakable containment cell, but now the unit had a large gapping hole in it. A combination of incredible strength and an acidic compound had broken through the cell's walls. Fisk stood there scowling in disgust at the scene in front of him, his new enforcer had gone rogue before his first assignment. He had tried to contact The Jackal, but the man seemed to have dropped off the grid.

Now with both his monster and traitorous benefactor gone, Fisk was left to cover up for the escape. The Scorpion's breakout had also lead to the slaughter of at least a dozen guards. And now the creature was loose in New York, all Fisk could do was hope things would work out.

…

**Sewers**

Gargan could not think clearly, no matter how hard he tried. His thoughts were jumbled, filled with fear, anger, and most of all hunger. It had started when he broke out of his cell. He had fled threw the building encountering several amrd guards that had attempted to shoot him. The bullets had stung like Hell but they hadn't stopped him. He retaliated by slashing the guards with his claw and tail. The blood flew, and with that his control over the hunger. He had feasted on some of the corpses. As he fled into the sewers the hunger died down for a while, but it eventually returned. Mac Gargan was never an "Upstanding Citizen"; he was an unscrupulous private eye, but a good one. He was greedy but good in what he did. He had roughed people up for info, but he did have his standards, and murder was definitely a new one. He always carried a gun as a safety measure but he never had to shoot anyone with it. He had been promised millions for a treatment that would make him stronger and faster, he should have known it was to good to be true. Now he was a monster and a murderer driven by the rage at his transgressors and the hunger.

He could smell the flesh of normal humans right above him, hundreds of unsuspecting meals just ready to be feasted upon. Mac Gargan tried with all the will power he had to quell the hunger, but in the end the hunger one out, it always would.

…

**Parker Residence**

**7:45 P.M.**

May and Peter had been eating dinner in silence for about ten minutes. May cooked way more than she had intended to, but cooking helped her cope. They continued to eat in silence, making the evening rather awkward. Peter preyed for something to come up, anything that would make this situation bearable; suddenly the doorbell rang startling both the Parkers. 'Now only if money would fall from the sky!' Peter waited a second to see if anyone on the street was cheering in joy but nothing came, 'Well shit.' Peter and May both went to answer the door. When they opened the door they were greeted by a blonde haired man of about forty years old. "Hello. Is this the Parker's residence?" the man asked. For some reason the man's voice was oddly familiar. "George? George Stacy?" May seemed shocked to see the man, and the name Stacy definitely wrung a bell, 'Stacy? As in Gwen Stacy?' Peter looked at the man and then behind him he saw a car parked on their street and it looked like no one was in it. "George! It is so good to see you again!" May said hugging the man who hugged her back, "Where is Helen and the rest of the family?" "They're still in Georgia getting ready for the move, we purchased a house across the Street. Unfortunately there still some work to be done. So I was wondering if my family could possibly stay here for a little while." "Of course!" May responded without hesitating. Peter immediately offered his help in getting George settled. He even offered his room for Marc and Gwen (Marc was Gwen's 13 year old brother), after all Peter could just sleep in the attic.

The small group decided to see the city while George told them about his upcoming transfer and promotion to the N.Y.P.D. as a captain. As the group walked near central park, they heard loud screams and crashing sounds coming from down the street. Peter was lucky that he was wearing his uniform underneath his clothes and his backpack was filled with the rest of the gear. The crowd of people rushed through the streets giving Peter the chance to blend in and get to work, May started to panicked when she lost sight of her nephew, but George sent her down the street with the rest of the crowd, staying behind to look for the teen. He then noticed most of the area was cleared of the pedestrians. Most had fled the area leaving only a few bystanders remaining. One of them was a 10 year old boy who had fallen down on the ground. George also saw the source of the panic, a large green-scaled creature with an enormous claw for a right hand and a 12-foot long tail ending in a spike. The creature had a jaw that not only opened on the bottom, but its sides as well. Two mandible like protrusions opened and closed alongside the creature's mouth. The creature's roar filled the street with its tremendous voice. The beast slammed its tail into several stationary cars causing them to fly across the street, smashing and destroying whatever they hit. One of the cars flew towards the boy who Stacy was trying to move. As the car was about to land on them a red clad figure leapt into the path of the vehicle and caught it, skidding about a meter while balancing the car on his shoulders. George Stacy sat in awe holding the crying boy in his arms as the red and black clad figure effortlessly flipped the car off his shoulder and back onto the ground. He then jumped into the street to confront the creature; Stacy quickly took the boy and retreated from the scene, hoping to himself that Peter was safe.

Spiderman stood in awe at the sight of the monstrosity he now faced. Before he could think his spider sense warned him of impending danger in time for him to evade a powerful tail thrust. The spiked tail tore through the car behind him like it was paper. But that was not the interesting part. The metal seemed to be dissolving around the tail, 'There must be some type of acidic properties housed in that tail' Peter thought. He then unsheathed his claws and leapt into battle, dodging and slashing while firing off webs to try and slow the creature's movements, he was doing quite well as he was cutting through the creatures hide. But his progress was halted when he was struck by the monster's tail. Peter flew for about twenty meters before landing on the ground where he was rolled forcefully into a car door. The creature fired a stream of green fluid at the fallen hero. Peter saw the incoming attack and backflipped over the car avoiding the attack. The car he had been leaning on a mere second ago started to melt under the influence of the acid. The large green monster charged forward smashing through the half melted car, aiming straight for the web-slinger. The beast struck forward with its right claw aiming to tear its adversary in half. Spiderman dodged at the last second before slashing the creature in the jaw, removing one of the monsters mandibles in the process. He flipped away from the creature landing on top of an overturned car. A police siren was heard as a police cruiser pulled up to the scene of the crime. The two officers drew their sidearms as they exited their vehicle. "Freeze you...you..." The senior officer was at a loss for words at the monster in front of him. The beast snarled at the officers. The two police men opened fire emptying the clips of their firearms. Before the metal projectiles could hit it, the monster brought its tail forward unleashing a sickly green vapor from the spike's tip. The bullets dissolved immediately upon contact with the acidic mist. The enraged monster unleashed a jet of acid from it mouth, aimed straight at the two cops.

Time seemed to slow as Spiderman leapt forward, firing a web-line at a manhole cover. He aimed straight for the two policemen hurling the manhole cover in front of the acidic spray. He let the web-line go, allowing the makeshift shield to serve its purpose of blocking the acid (even if it only held briefly). Spiderman grabbed the first cop by the collar and snagged the second one with a web-line to his back. He pulled back, taking the two officers with him. All three landed about ten meters away from their original position. Spiderman had landed on his feet while the two officers rolled on the ground for a few seconds. The two officers looked up at the masked vigilante in stunned amazement. "Get out of here now!" Peter shouted at the cops, and much to his relief they obeyed, taking off down the street. Peter turned back to face his monstrous opponent. "This guy moves land fights like a scorpion, hey that's not a bad name for him!" Peter said out loud, "Come on! You want to fight? Fight me!" He then lunged at the creature delivering a powerful punch to the Scorpion's jaw; he also took this chance to send some venom blasts into the creature's head. The brutal attack had a double effective first: it caused the Scorpion to stumble back, two: it also allowed Mac to take back some semblance of control back from the hunger. He began to talk in a slurred voice, "_Heeelp Meee! I cant_ _the … Hunger!" _he once again charged at the wall crawler only to hit a car, as Spiderman had jumped to avoid the monster. he had ceased his attacks when the monster started talking, he noticed the creatures movements were more restrained as if he were fighting against it self. 'What the Hell!?' Spiderman leapt into the air to avoid another spray of acidic fluid. 'This guy…he couldn't be a human, could he?' Spiderman leapt onto another car, watching the now struggling scorpion as it slammed itself into the bodies of many of the destroyed cars. Peter paused for a moment before he spoke "Yo! What's your name?" the Scorpion struggled for a moment before slurring out "_Maaac…". _

"Mac! Come on man you got help me out here, Fight this thing!" Mac continued to slam himself into multiple cars in an attempt to remain in control of his ravenous hunger. "_Can't! Hunger….too… strong! STOP ME!" _With one last anguish filled cry Mac Gargan's conscience was once again devoured by the hunger. He charged at Spiderman who dodged the charge, narrowly avoiding a claw swipe. He landed several meters away and unleashed his secret weapons, the four mechanical arms. They sprung from his compressed pack, ready for for action. Spiderman charged at the Scorpion using the top two arms to fend off the monster's right claw and tail, while Peter himself used the remaining arms along with his talons to slice the beast's hide. He sliced at the Scorpion's neck causing causing a deep gash to to appear on his hide. The Scorpion charged once again but all four of Spiderman's arms pierced Scorpions's body, two in the shoulder, and two in the abdomen. Although this slowed his charge tremendously, Peter was still pushed back a considerable amount. The ground he had clung to with his adhesive powers broke off with him, being dragged across the ground while he was pushed by the monster.

The Scorpions tail flung out from above him and pierced the ground in front of Spidey, he had to jump back taking his mechanical arms with him. The Scorpion launched another glob of acid at the web-slinging hero, only to be blocked by a thick web shield. Peter cringed as his make shift shield quickly wilted. Gargan's tail flung wildly at the masked hero, but was parried by Spiderman's mechanical arms. As Peter leapt onto the edge of a building to gain distance he noticed his upper left mech arm was melted (due to sparring with the Scorpion's acid tail). Knowing he had to end this fast, as well as hearing police sirens in the distance, he looked down at his hands and suddenly and idea formed in his head.

The Scorpion was about to leap onto the building the vigilante was perched on when suddenly Spiderman leapt towards him tackling him. Spiderman plunged his right fist into the Scorpions acid filled mouth. Due to the unstable molecule that made up his costume's lower arms, he was able to withstand the effects of the acid as he sent a full-powered venom blast directly into the Scorpion. Gargan continued to spasm for a few minutes until he finally stopped, collapsing on the ground. His body rose up and down indicating that he was still breathing. Spiderman quickly webbed him up in a thick cocoon, before preparing to leave. "I'm sorry Mac, if there was any other way to help you I would." His departure from the scene was stopped however by a young woman and a cameraman running towards him they stopped a few feet away. The blonde haired woman cautiously approached before speaking. "Norah Winters here from the Daily Bugle Online, could I have a word for our readers?" Spiderman just began to walk away. "You just saved dozen's of people here by central park, don't you feel like a hero?" the girl named Norah persisted, at her words Peter stopped. He turned around and asked two questions, "A hero? Then tell me, why do I feels so bad about it?" the comment clearly wasn't what Norah expected a she stood there dumbfounded by his response. He took that opportunity to fir a web-line and leap into the air. He swung off into the night as the police cars arrived near the scene of his battle.

When Peter got to a rooftop far enough away from the crime scene he pulled out his phone and called his aunt. He told her he had gotten away from the monster unharmed and was now on his way home. He made a detour by his warehouse to patch up his suit and repair the mechanical arm that had been damaged during the fight. All throughout his work he thought about how powerless he had been to truly help Mac. If someone had done that to him he would make them pay, no one deserved to be turned into a monster. He eventually dressed himself in his civilian attire before leaving the warehouse and heading home.

**Hoped you guys liked this chapter, I'll be trying to build up some future plot elements that will come into play later on but for now thanks for reading, review and subscribe**.


	8. Chapter 8

**Disclaimer: I do not own any characters from Marvel. All rights belong to their respective owners.**

**This one was hard to write, not a lot of action but some new characters grace the stage. Enjoy! **

**Chapter 8**

**Old Friends and New Ones**

Peter awoke the next morning tired an groggy, his fight with the Scorpion had damaged him more than he thought. Thankfully his healing factor had kicked in over night. Now he was mostly awake with only a few minor bruises that would be healed by evening. Luckily it was a Saturday so he had time off to relax. George Stacy had to go into the precinct to acquire his badge and firearm. Other than the physical toll from his battle he was still sore over his inability to help Mac, Kraven had told him that he couldn't save everyone, but it still irked how there was no way to at least get justice for what happened. He had taken some of the Scorpions blood and DNA of his costume and began running tests on it.

Peter sat in his warehouse looking over the samples of blood he had scraped off his costume. The results were both incredible and horrific; the DNA of the scorpion was mixing and reversing the genetic structure of the human DNA. It was reversing them into stem cells and from there they were mutated into a form of DNA similar to a scorpions.

Peter was no expert in genetics so he started looking for someone who was, his access to his job at Oscorp allowed him to see who was the most qualified. He found two who were still alive who could tell him the info he wanted to know. One of these men worked for Oscorp, Doctor Curtis Connor. Unfortunately the good doctor was almost always busy and was never available for meetings or chats, especially not with an intern like Peter. The second was a consultant for both universities and labs alike, Doctor Otto Octavius. The man's name sounded familiar and Peter found out why when he returned to his attic to get ready to drop by Otto's apartment. He found Otto in an old picture of his parents with two others, one was Curt Connors the other was a man he did not know but he looked strangely familiar to professor Warren, maybe he was his brother he had mentioned the day of Peter's accident. Peter looked at the picture and realized that Otto had been the unknown man at his uncle's funeral.

Either way he looked through the files and found Otto's address. He stopped by the address about an hour later. He knocked on the door several times but no one answered the door. Peter was about to sneak in through the roof, but the door opened to reveal a portly man, a little taller than he was, with messy brown hair and circular glasses. "Can I help you?" he asked. "Dr. Octavius, My name is Peter Parker, I'm Richard and Mary Parker's son." This response clearly shocked him; he looked a bit closer before answering with a question "Peter?" when the teen nodded the man eagerly let the young man into his home. Peter looked around the living room of the apartment other than a few dishes in the sink and newspapers on the table, the room was pretty neat.

"So what was it you wanted to talk to me about?" "It about an incident last night, the one by Central Park." "You mean that giant monster?" Peter nodded his head. "Why would you be interested in that?" "I heard it talk." The look on Otto's face was one of shock, "It talked? You cant be serious!" "I am, I was there he said his own name, Mac. I'm pretty sure he was a person! I got a sample of his DNA, Look!" Peter showed him the sample held in a test tube. "How did you come by this?" asked Otto suspiciously, "A friend wanted me to analyze it or him." He answered trying to avoid that topic. "Right…" the doctor didn't look satisfied with his answer but he seemed to quell his curiosity and focused his attention on the test tube Peter held. "Come with me to my lab, I have some equipment in there we can use." He led Peter into a room with some pretty up to date equipment. Otto started to exam the blood sample collected from the Scorpion and analyzed it for a few moments. After about ten minutes he let out an exasperated sigh. "I was hoping I would never see this infernal work again." "What do you mean?" Peter asked now suspicious of what the sample really meant.

"Peter this sample contains the lifelong work of the accursed project your family and I were trying to perfect. This is the fruits of our work, combining the genetic traits of animals and humans to create unique cross species hybrids that could make human's immune to disease and ageing. We were obsessed with finding the answer for years we scrounged funding and resources testing and retesting every variable. It started about 16 years ago before you were born. It was just the four of us Richard, curt, Miles and I. We finally received a grant to help fund our research. Then your mother came along when we expanded the project to include about a dozen more scientists. Your father and mother were a surprising couple considering how they started off." Peter looked surprised at this and asked, "What do you mean?" Otto continued, "When they first met they had… some what of a... scientific rivalry always trying to outdo or outsmart each other. But I guess it was that passionate rivalry that led to their eventual romance. After you were born something changed in your parents. When as before all of us were trying to develop our own glorified version of immortality, they began to appreciate how short life was after you wee born. They started to steer the project away from immortality to new medical achievements such as new vaccines and cures for the disease such as Parkinson's or cancer. They soon convinced us as well; well all except for Miles." At the mention of the man's name Otto let out a grimace, which did not go unnoticed by Peter.

"He was at first furious! He accused Richard of throwing away our greatest work! Part of me thinks that he was jealous of your father for his success and because he had your mother." At that news Peter looked up in shock. "Wait my professor's brother had a thing for my mom!?" "Peter's comment also seemed to peek Otto's curiosity some more. "Yes he did. Though it was more like he was jealous that Richard had her. He was always striving to possess things he thought were of great value, I believe he thought your mother was something of value as well, but away from a topic that is obviously troubling you, you mentioned 'your professor's brother' did you mean Francis?" Peter stared at Otto while nodding, "Yeah he is my science professor at Midtown High, you know him?" Otto let out a cheerful laugh. "Yes I know him very well he was my protégé at the time. A brilliant and kind-hearted man. He could have been one of the professors at the Baxter institute if he applied, but he loved teaching science to people who didn't appreciate it at the time, he wanted to create a spark of creativity in the minds of his students." "He certainly perfected that." Peter said with a smile on his face. "It's good to hear he is doing well, he always had a passion for teaching, but Miles his passion was for something else. While Francis believed every idea had worth, Miles believed only the things that were new or revolutionary deserved his attention, he didn't believe in things he couldn't measure or grasp. And he was obsessed with the project. When we met for the genetic splicing experiment the day of the… accident…" Otto paused when he saw Peter flinch at the mention of the tragedy that had claimed the lives of his parents. Peter motioned for him to continue and Otto reluctantly did, "Miles seemed out of it he had been acting strange for the past week and after the explosion that put us in the hospital he fell off the grid. When I asked Francis about it he told me after he was discharged from the hospital, Miles had stopped by Francis's home. He started ranting about the weakness of humanity, he said he was going to fix it all. Francis then said that he had become violent and Francis forced him out of his house. After that we never heard from him again." Peter sat in thought for a second before speaking. "So what turned Mac into that monster was the same genetic research that you all had been studying and applying?" he asked. "Yes, here is the rest of the data and notes, most of them are the originals, the rest were confiscated by the Baxter Building when the experiment was deemed to dangerous to continue. It's not much but that's all I can do for you." "You've done more than enough Doc. Thank you for your time." "You are welcome Peter, any time you wish to chat just call." "I will, Goodbye." and with that Peter left Octavius' home and headed for his house.

On the way he had received a phone call from aunt May telling him that Anna Watson's niece was coming over and was going to be living with her aunt fro a while. May wanted Peter to meet her and take her around the big apple so she could get a better feel of Queens. Peter sighed just another thing he had to do.

….

**Parker's Residence, 12:00 A.M.**

Peter began to walk up the steps to his house a bit annoyed. He knew his aunt meant well but did she have o try and set him up with a girl he didn't even know? He sighed before opening the door to his house and stepping in. He walked into the living room, and upon seeing the figure standing there he could only think of one word: gorgeous!

The figure standing in the middle of the room was a young woman (around Peter's age of course) with shoulder length red hair and a shapely figure. Upon hearing Peter come in the girl turned around to face him, in doing so she revealed to him a beautiful face framed by her hair and deep green eyes. Upon seeing Peter she flashed him a pretty smile. Peter was able to organize his thoughts to at least wave back. "Uh… Hi?" he said in a rather awkward way. "Hey!" she casually replied. "You must be Peter." "Yeah that's me. And you are…?" "Sorry, I'm Mary Jane, but you can call me M.J." May then took that moment to enter the room she saw Peter and welcomed him home, she explained that Anna had to run some errands so she left the tour of Queens for the Parkers to handle. May told Peter to take M.J. out onto the town to show her around.

"So where is the school around here?" M.J. asked as she and Peter walked down the street. "Its called Midtown high and its down on 5th. It's a good school but it has had some problem as of recently." "You mean the shooting that happened?" M.J. mentioned cautiously. Peter paused before answering, "Yeah, that." "I'm sorry to bring it up, just forget it." M.J. apologized.

They walked in silence for a few minutes before Peter spoke, "So what made come to Queens?" "Family issues, my dad and I haven't been getting along very well." Peter could hear the anxiety in her voice "I see, say no more. I didn't mean to open old wounds." "Its fine, its been going on for a while. We just haven't been seeing eye-to-eye."

"Yeah, family problems have kinda been an issue for me to, especially with my friends." "Oh, have things been tense or something?" "Yeah, mainly my fault on that. I've just been trying to keep some distance, some stuff has come up that I think that they shouldn't know about." "I see, trying to keep secrets can hurt some friendships." M.J. said. They walked down the street until Peter saw two people he hadn't meant to bump into that day. "Hey, Pete! Who is this?" these words were spoken by none other than Harry Osborn, who was currently accompanied by Liz. "Hey Harry, Liz, this is M.J., she just moved in on our street. I'm just showing her around Queens." "We were just on our way to a coffee shop you guys should come with." "That sounds cool!" M.J. chimed in before Peter could respond wrapping her arm around his as she dragged him off with the group.

….

**SHIELD HQ, Triskelion**

Nick Fury, Director of S.H.I.E.L.D, stood in the command center of the Triskelion overseeing all the missions current members of the Ultimates team that were on several missions around the world. An agent carrying a file then approached Fury. "Sir, agent Drew is ready and waiting in the briefing room." "Thank you Colsen." With that the man left the control room and headed for mission briefing room.

When he arrived he saw a young woman (around 15) stand up in salute, "At ease soldier." Fury said and the women dropped her salute and sat down. "Sir, you called me here for a mission?" "Yes a long term one, you will be investigating a certain individual." "May I ask who it is?" Fury tossed the file onto the conference table; the woman began to look through the files and frowned upon them. "You want me to investigate Spiderman? I was not aware he was part of the ultimate program." "We are considering him, but there is more than that. Jessica when we recruited you after freeing you room Hydra we told you about your family." The woman now identified as Jessica nodded, "I saw the file. Jessica Drew Parker, born to Richard and Mary Parker, abducted by hydra because I had the x-gene. They trained me and augmented my body and made me a killer, and then Clint Barton and Natasha Romanoff captured me and brought me to shield. And that was 2 years ago." "I Let you read the file on your family out of respect for your mother's legacy as my top agent, but you refused to read any further about the accident when you found out they died." "My family is dead, and I never even knew them, my aunt and Uncle didn't even know I existed. Why should they now?" "Because you still have a member of the family who is still alive." This news was not very shocking, "Sir I told you I know I have an aunt and uncle living in Queens but they don't know me." "Neither does your brother." The last word of Fury's sentence struck home for Jessica. "Jess look in the file," she did "His name is Peter Parker, and like you he is a meta-human, he had a weakened version of your powers, but we believe they have been augmented when he was exposed to one of Oscorp's science projects, his strength speed and stamina have all been enhanced. We want you to get in contact with him and try to recruit him into the Ultimate program. You'll be receiving new gear and a new codename, Jessica Drew, Welcome to the hero business."

**And done! This was a long chapter and I hope you guys like it. I wanted to do something different from the ultimate comics. I did not like the idea of Spider woman being a female clone of Peter, so I made her his lost twin sister. Ill try to give a reunion scene in the next chapter. Also Peter's relationships will become more complicated in the next chapter. I'm still looking for new villains and I've been juggling the ideas of changing Electro's origin just a little, if anyone had any ideas on how they want me to proceed just review.**

**See you next time! **


	9. Chapter 9

**Disclaimer: I do not own any of the characters from Marvel. All rights belong to their respective owners. **

**Chapter 9 **

**A Big Shock**

**Wilson Fisk's Office**

Wilson Fisk sat at his desk looking at the man standing in front of him. He wore a yellow and red costume that was made of a special sponge like fabric. He wore two silver high-tech gauntlets on his hands; the man's face was covered by a mask, his eyes covered by two green lenses.

"So, Herman how have you enjoyed your new toys?" The man known as Herman answered, "The upgrades you gave to my suit have worked wonderfully. The new shock absorption fabric and focusing units have given me an edge I've never had before." The Kingpin smiled at this news, "Good, now that we have helped you, you must do us a favor. We want you to eliminate a nuisance in my organization. His name is Matt Murdock. I think he might be an informant for the vigilante Daredevil. I want you to kill him, but we will make it look like a random victim of circumstance." "How so?" Herman asked. "You will rob an armored car with my men posing as guards, you will incapacitate them and cause some collateral damage. They will park themselves near Murdock's law firm and you will reduce it to rubble during the attack. You will then use the van to flee, there will be a change of clothes waiting for you; after you the lose the cops, flee." "What about the money in the car?" "All fake, made form flash paper it will ignite and burn leaving no residue. It will make you look like the attack was all for the money, while the real money is here." Fisk motioned towards two brief case each filled with half a million dollars in cash. "Half now, half when the job is complete. Understood?" Herman sat in his chair before standing up. "Just one, when do you want the Shocker to strike?" this question made Fisk smirk.

….

**Bejie's Café, **

Peter, Mary Jane, Harry, and Liz all sat at a table outside the café chatting and getting to know M.J. she seemed to click with their little group rather well. All was going well, but Peter had noticed Harry and Liz's more than friendly words and actions towards each other. 'Oh my god! They're dating!' the realization hit Peter hard, the sight elicited several emotions in Peter, shock, rage and sadness. But not for himself for Flash his friend who was still comatose and here was his best friend and girlfriend flirting with each other. "Harry can you come with me for a sec?" Peter asked Harry his friend agreed and they both got up from the table and went inside the coffee shop.

"What's up Pete?" Harry asked smiling, "How long has it been going on?" Peter asked keeping his emotion out of his voice. "How long has what been going on?' Harry asked oblivious to Peter's hidden emotions. "That!" he almost shouted pointing towards Liz. "Our best friend is in a coma and you are sneaking around with his girlfriend!" Harry looked a little shocked and hurt at Peter's accusations however true they were. "Listen Pete neither of us planned this it just kinda happened! Liz needed someone to be there for her and I was. Things got out of control from there ok?" "Okay!? Have you even talked about how this would affect Flash when he wakes up?" "You mean if he wakes up." Harry said anger and sadness lacing his voice. "Pete, we both saw how his vitals were, he's dying. I don't like it but it's the truth. And besides someone had to be there for her, because you weren't there." That hit Peter were it hurt. "After what happened to your uncle and Flash we see less and less of you every week! Sometimes you just disappear! Where do you go man? It's like you don't even want to see us! Me and Liz supported each other because you weren't around to help!" Peter could feel his anger growing inside, although the rage he felt wasn't directed at Harry. "We're your friends aren't we? Don't you trust us?" Harry didn't wait for an answer as he left the coffee shop and rejoined the girls talking outside. Peter stood there in the shop thinking over what his friend had said. The worst part about the argument was that Harry was right.

…

**Hell's Kitchen, Murdock's Law Firm**

Matt heard the sound of his law firm door open. With his sonar he was able to 'see' the person who came into his office. It was a young man, Matt recognized the teen instantly, "Hello Spidey." He said as Peter walked in the door. Matt's comment made the young man freeze in his tracks. "Don't worry know one else is here and there are no bugs or people in the adjacent building to hear what we are saying." Peter slightly relaxed at this new info; he sat down in the chair in front of the Lawyer's desk. "That's a neat little trick, it must come in handy when you're bashing in skulls, huh DD." Matt smiled at Peter's joke. "Yeah, well I thought it should be fair that if I know your secret you should no mine." "I would've figured it out." Peter replied, "Sure you would kid." Matt said sarcastically.

"What can I do for you?" "I found out some new info on Fisk, nothing that will stick, yet. His shipments of drugs are becoming sloppy, when he slips up well be there to watch his fat ass fall hard." "That's good, but you should know when a person lies their heart skips a beat. So why are you really here?" Peter turned his head to the side as if debating whether or not he should tell Matt what was really on his mind. "It seems every time something good happens in my life something bad happens to set me back to square one. I try o save people's lives yet I get nothing but spite from the police. And to make matters worse my own personal life suffers from it!" "I know how that's like." Matt responded. "I call it the vigilante curse. We put our all into making things better for everyone else, but we still end up losing the things we fought so hard to keep." Peter looked at the lawyer for a few seconds before he responded, "Dude you are a warrior poet." "I'm serious, kid." "Matt just call me Peter. And I know that your serious about what you said. As much as I wish it wasn't true, you're right." Matt smiled at him and got up. He walked around the desk and motioned Peter to follow him. "We'll talk some more, c'mon let's get some lunch." Peter stood up to follow him before giving a response. "I'm not very hungry." "Great, I'm buyin!" Matt said with a grin.

Peter and Matt stepped out of the law firm and onto the streets. As they began walking down the street an armored van pulled up to the curb and parked on the street's side. Two guards got out of the car as the engine stalled and cut out. Peter and Matt looked in the direction of the car; it seemed a bit suspicious that the armored van just cut out. The guards looked rather lightly armed to protect the truck. Before the two could consider the matter further, an ear shattering blast ripped through the air blasting the guards into a wall, the resounding shock wave sent both vigilantes to the ground, Matt covering his ears to stop the now jumbled sonar that was over stimulated by the blast. "Hah! You fools aren't qualified to protect that truck from The Shocker!" A man in a yellow and red suit appeared firing another blast, which demolished the front door of a nearby shop.

"Matt, we got to get to work!" Peter shouted over the screams of nearby pedestrians. "Can't! Ears…ringing.. can't concentrate!" Matts voice sounded like he was in pain. "I guess it's time for Spidey to head into the action!" With that Peter dashed behind a corner and leapt from the buildings rooftop as Spiderman. He leapt towards the unsuspecting villain and delivered a powerful kick to his back. The red and yellow villain was sent head first into the ground. He slowly picked himself up and looked at the red and black hero. Shocker had been expecting Daredevil not the infamous Spiderman. His shock was only brief as he raised his arms and continued to fire off several high-powered blasts at the wall-crawler. Spiderman dodged each shot with his super-human reflexes. He landed in front of the villain and delivered a powerful punch to the mans chest, sending him into a car. Despite the man's impact, he picked himself up to fire of another blasts at the wall-crawler. Spiderman barely managed to dodge this one as he returned fire with hi web shooters. The webbing hit the man head on, but it didn't stick. The construction fluid began to slip off the mans body at an alarming rate. 'What the Hell!?' Before Peter could consider the matter further he was struck by a blast of condensed air. He flew through a car and smashed into a shop. He quickly recovered despite feeling like a car had hit him. No matter how many times Peter punched him, the man would not stay down. Every time he came in contact with the man it felt as if his blows were being weakened by something, even his webs were slued off the villain. "He must be channeling the excess vibrations from his blasters into his suit." With the excess power he be able to take some damage, Peter might have to get a little creative.

Shocker continued to fire off vibration blasts at Spiderman as the web-slinger continued to evade them. Spiderman was able get close enough to Shocker and grabbed him, pinning him on the ground. Peter unleashed his venom blast into the villain, but all he got was some painful grunting before being blasted by the man. 'Damn it!Even the venom blasts must have been weakened by those vibrations!' Peter however did notice one thing; he saw the red and yellow clad man gripping his head, as if in pain. "Bingo! That suit's weakness is the head!' Spiderman jumped at the chance to take the villain down. He began to deliver several blows towards the head of the masked criminal. Shocker was now on his last legs before the red and black clade hero unsheathed his claws and slashed him across the face, Herman was lost in pain before a super strength fueled punch collided with his face. The super criminal went down, and the crowd that had been fleeing the area stopped and started cheering. Peter quickly swung away from the sight of the fight heading for Queens. He called Matt to make sure he was okay. When Matt told him he was fine Peter swung to his warehouse. He changed into his civilian attire and sat down at his workbench mulling over todays events. Seeing Matt in that much pain gave Spiderman something to do. He started working on a little project to help Matt keep his sonar abilities from being disrupted.

…..

**Parker Residence Later That Night**

Peter entered the door of his home. A he walked in he heard the clamor of conversation in his family's living room. Peter walked into the living room to see his aunt, Stacy, M.J. and three new people. The oldest was a brunet about George's age, Peter recognized her as Helen, George's wife. The other two were their children, the family's only son, Marc, a 13-year-old kid with brown hair, and His sister, Gwen. Gwen had grown into a beautiful woman with long blonde hair and a nice figure. She smiled when she saw Peter. "Hey Petey!" she got up from her seat near M.J. and gave Peter a hug. "Hey Gwen." He replied returning the hug, "How is everybody?" Peter asked the Stacy family as a whole. "We are doing fine Peter." Helen answered, "We heard about what happened to Ben, we are so sorry!" Gwen said sadness in her voice. "It's okay." Peter said. The rest of the Night went buy fairly well; rooms were assigned to each member of the Stacy family. George and Helen would get the guest room Gwen would get the spare room across from Peter's, and Marc would get Peter's room while the teen in question would move into the attic, it was basically his spare room anyway. He moved all his personal belongings into the attic. He looked out the room's window onto the city and thought over what Matt had told him.

…

**Next Morning**

Peter awoke early in the morning, as dawn was just breaking the horizon, he quickly gathered his things and crawled from the roof of his house (Where the attic was) onto the street below. He walked towards his warehouse thinking of how he was going to do his "night job" with the Stacy family living under his roof. As he was thinking about his current predicament he noticed the lock on the gate to his warehouse had been broke.

Peter immediately went into an alert fighting mode, quietly slipping through the fence and scaling the warehouse walls. He slipped in through an open window and looked around for the intruder. He had to find this guy before he found any of his gear. Peter used his enhanced senses to search for the intruder; he heard a noise coming from his lab area and raced to get there. He stopped behind a column and saw a tall man with blonde hair wearing a trench coat looking around the lab. Peter leapt out from behind him and tackled him to the ground. Peter struggled with the man who was surprisingly able to throw him off of him. Peter landed hard on the ground and the man tried to pin him Peter grabbed him and threw him through some old boards, the man tried to get up but Peter leapt at him with a double kicked that floored him again. Peter landed in a plank position before he flipped himself up and pounced on the downed intruder. He unsheathed his claws and he raised them to strike but stopped when he looked at the man's face, "Eddie!?" Peter look of shock was met with an equal amount from the man now known as Eddie, "Peter!?" Peter offered the man his hand and he gladly took it, after being raised to his feet Peter spoke, "I thought you were a burglar, what are you doing here?" "Pete, I thought you were a mugger, and I can be here if I want I did show you this place after all." That statement was true.

Eddie Brock was Peter's childhood friend who had to leave after the accident at Oscrop labs, his father had been a member of the team who was injured at the time, but he had survived. After that he took Eddie and left New York, that was years ago (Eddie is 19). "What are you doing back here?" Peter asked his old friend. "I was visiting near Queens and thought I'd stop by the old warehouse we use to goof around in. But never mind that how did you get so strong? I remember before you could barely lift 40 Lbs. and now you were able to beat me in a fight." "Some stuff happened. It's good to see you man." Peter said as he hugged his old friend. "I missed you to little brother." Edie said as he returned the hug.

**Boom! Another chapter done. I'm trying to introduce new characters and plot ideas, you'll see how Gwen and M.J. get along and Peter's further isolation from his friends and family as he continues as spider man hope you like it. **


	10. Chapter 10

**Disclaimer: I don not own Marvel or any of its characters; all rights go to their respective owners.**

**Chapter 10**

**Not So Fantastic Meeting**

Peter and Eddie were still in the warehouse chatting about their respective lives; Eddie's father was in town for cancer treatment as he had developed lung cancer. Peter told Eddie about his uncle's death and Flash's coma. "That's harsh man." "Yeah, well I've found ways to cope with it." "Like tinkering? This is some high grade stuff your making here. Who's it for?" Peter looked down at the device he was currently finishing for Matt. During Spiderman's fight with Shocker he had noticed how the air blasts had affected Matt's sonar abilities, the devices he had just finished would help to counteract that weakness. "Just something for a friend." Peter finished his work and got up from the workbench. Looking at the time he noticed it was about 10:30, he had arrived at the warehouse around 6:45. Peter and Eddie left the area and headed towards the now bustling streets of New York. Peter said goodbye to Eddie after exchanging their cell numbers so they could keep in touch.

Peter headed back towards his home and opened the door, walking inside he stopped when he saw both May and Gwen glaring at him from the kitchen door. "Uh what's up?" Peter asked questionably, confused on why they were glaring at him. "Where have you been?" may asked sounding pissed, "We have guests here in our home and your out the door before anyone wakes up. You think I wouldn't give you lip over this?" "Well I had things to do and people to see." Peter retorted with a hint of irritation. "Peter why didn't you leave a note or something? May was worried; she says you've been staying out late and barely staying in one place. What's going on?" "I've got a job and a lot of responsibility that goes with it!" "You have used that excuse so many time! Blaming it all on your new job! If it's so troublesome you just quit it!" May said trying and failing to keep calm. Peter's patience had almost reached his limit. "I can't quit because someone has to help pay the bills! Someone has to make sure we don't lose what we have left! I wish I could spend more time with my friends, with you! But I have more responsibilities than just my job!" With that Peter ran past them both slamming the door to his room before ascending the staircase into the attic. This outburst left both May and Gwen stunned.

Peter needed air and to blow off some steam after the argument he had with his aunt May. He quickly changed into his costume and leapt out of the attic's window swinging down the streets and into the city.

…..

**Watson's Residence **

Mary Jane was surfing the web when she stopped reading the website, she got up and stretched. She was currently thinking of her knew next-door neighbors, Gwen and Peter, more specifically the latter. She had only known the boy for about a week, but she was already great friends with him, he was sweet, nice, thoughtful, and the bonus was he was pretty cute. She was a little worried about Gwen though. She had clearly known Peter for a long time, it didn't help that she was beautiful as well. She liked Gwen as a person, she had even become pretty good friends in the first night they had met. But she had a strange nagging feeling that just wouldn't stop bugging her. She couldn't be jealous of her elation ship with Peter could she? M.J. quickly leapt from her bed and walked to the window to get a breath of fresh air. As she opened her window she noticed a strange figure stepping out of the attic in the Parker's house. The figure was wearing a black and red suit and fired a thin and reflective line towards a nearby building. He then leapt high into the air and started to swing down the street and into the city.

M.J. stood in shock as she tried to comprehend what she had just witnessed. She had just scene the masked vigilante Spiderman leave the Parker' house, from the attic window. The same place Peter was now rooming in. She tried to think of this situation as logically as she could, but she could only think of one thing. Was Peter Parker Spiderman?

…..

**New York City; 8:00 P.M.**

Peter had spent most of the day as Spiderman. He had broken up four muggings, one bank robbery and a car chase all in one afternoon. He was feeling a lot better, venting his frustration by doing some good. He landed on the roof of a very tall building that overlooked a large Portion of Queens. He looked over the city he had grown up in. He smiled knowing he was at least making the city a bit safer which each crime he prevented or stopped. "Man I love this place!" he said out loud. His good mood was halted the second his spider sense activated, making him wheel around looking for any signs of danger, but the roof top was clear of any presence except his own. "This can't be good!" Peter said, he had scene to many horror movies to know where this was going. "No, it's fantastic!" a voice shouted from above. Peter looked up in shock as he saw a human being completely engulfed in fire flying in the sky. He then landed on the roof of the building about 10 meters away from Spiderman. The flames on the mans' body began to dissipate, revealing a young man (about 18) with short blond hair and blue eyes. Peter could not believe standing in front of him was the Human Torch, Johnny Storm! "Great work baby brother now he knows were here." The voice came from just to Spiderman's left, said hero quickly jumped away from the area searching his surroundings for whoever was speaking. Slowly a beautiful, blond haired woman began to take form, Sue Storm the Invisible Woman. "Yeah, Great goin' matchstick." A gruff and deep voice sounded from right behind Sue, a large figure made entirely of orange rocks stepped out of the invisible force field that Sue had made. "Indeed Johnny not the best move, but I suppose with our presence now known we should get straight to business." This was spoken by a man with dark brown hair with graying edges. Reed Richards and Ben Grimm, Mr. Fantastic and The Thing had also joined their team members on the rooftop. Spiderman looked over all four of the super heroes, he couldn't believe that The Fantastic Four were here right in front of him.

Peter didn't know what to say, here was one of the world's most famous and influential super teams standing right in front of him. Spiderman could tell that by their posture, and the air they carried around them, that they weren't here to congratulate him on a job well done. Mr. Fantastic was the first of the team to speak, "I want you to know that your intentions are noble and we appreciate your help, but-" Thing cut him off by saying "You've been putting every bad guy you come across in the freakin ER kid!" "You're actions aren't really the stuff of heroes. You make think your doing the right thing, but putting people in the hospital is not what we do. We save lives and encourage people to do the right thing." These words were spoken by Sue Storm, who had stepped forward. "Yeah… the stuff of heroes. Don't make me laugh, you guys may think your heroes but that's a pretty shitty lie." This comment clearly was not what the group was expecting. Johnny spoke up in anger as small flames began to light on his body, "What's that suppose to mean!?" Spiderman glared at the young man before speaking up." Face it Storm you are a self absorbed punk who does more for publicity then heroics, and the rest of you are basically Richards' lab assistants!" Peter could no longer control his emotions. Every little personal tragedy, every shred of stress and anger began to boil over, his previous mood forgotten. The rest of the FF, Reed included, looked at the young man in shock as he continued his anger filled rant against them. "When was the last time you actually stepped out side the Baxter Building huh!? You're out in the universe and in your little science lab studying new ways to be useless! You go out and fight the big bads, but that doesn't affect the big picture as much as you think. You and the Ultimates fight off the hounds, but all you do is scare the rats back into hiding, People like me do the exterminating." Spiderman finally stopped to catch his breath, this gave the other members of the FF to say some words of their own. " I see what you are trying to say, but we have to tell you that you can't change the world like this." "Tell it to someone who will actually buy your bullshit." Spiderman began to walk to the edge of the roof as he looked out on the city. "You can either help out, or stay the hell out of my way!" The wall crawler then leapt from the roof of the building and shot a web swinging away into the night. The Members of the FF were left in shock as the young hero's speech. "Next time I see that guy I'm gonna pound his stupid fa-" "Ben Please, well let him go." the members of the Fantastic Four stood in silence on the roof as the city continued to swirl and buzz without a care in the world.

…

**Warehouse, 10:00**

Peter stepped into his warehouse and double-checked that it was empty. Ever since Eddie's break in, Peter had become a little paranoid of his lair's security. He removed his costume and changed into his civilian clothes. He then sat on an old couch and reflected on today's events. His anger had caused him to lash out. As he was thinking his cellphone rang, he looked at the caller ID and saw it was Mary Jane. "Hey M.J. what's up?" Peter asked exasperated from his recent woes. "Peter where are you!? May is worried sick so are Gwen and I!" "M.J. calm down! I'm fine I'm at Harry's apartment right now I'm spending the night." "Is that really where you are?" Peter didn't answer her question, "Just let aunt May know, ok?" and without waiting for another response he hung up the phone he then called Harry, "Pete?" he heard Harry answer on the other line. "Harry I need a favor, if my aunt calls tell her that I'm at your place ok, we got in a fight and I just can't deal with it right now." "Alright man, I'll cover for you, on one condition." Peter paused for a moment before answering, "What is it?" "I'll tell you when I need it done ok? Don't worry it's nothing shady or illegal. So deal?" "Deal thanks man" "Hey what are friends for?" and with that Harry hung up the phone. Peter sat in silence before falling asleep.

…

**Parker Residence**

"So what did he say?' Liz asked Harry as he hung up the phone, "He asked me to cover for him, I told him I would but he would owe me a favor." He and Liz sat at the Parker's living room table with Gwen, M.J. and captain Stacy. May Helen and Marc were out getting dinner at the moment. This gave the five a perfect opportunity to talk about their friend's strange behavior. "We'll have to get him to meet us somewhere where he can't weasel out of." Gwen said. "I checked those dates that you said Peter was at work, being an intern accountant at my dad's company allows me access to employee work hours. Other than an extra hour or two on the days he's been assigned lab work, he never took any extra shifts. He lied to May and all of us." Captain Stacy looked at the four teens before speaking. "I'll talk to him, he must have a good reason to be lying, he's a good kid." "Dad no one thinks he's doing anything bad. We just –" "I know what you mean Gwen, I'll take care of it."

…..

**Baxter Building Gym**

The Thing watched as Johnny tore/burned through another punching bag (the fifth one, made from flame retardant materials) while his fists were on fire. "Keep it up matchstick, you'll be putting the delivery guy's kids through college at this rate." The fire wielding teen stopped his continuous workout to catch his breath."Sorry Ben, it's just...what that Spider-jerk said, it really pisses me off!" "Me too kid." Ben responded. "But you want to know the worst part? He's right! We could be out there making a big difference, but instead where exploring the Negative Zone because Read found some fancy new particles." Ben looked up at Johnny questioningly. "Look kid I admit the guy gets sidetracked with his techno mumbo-jumbo but we got to trust him. If we follow Reed-" "Look what following Reed has done for us Ben! Look at what following Reed did to me!" Johnny's body lit on fire as his anger rose "Do you know what it's like Ben!?" Ben's voice turned solemn as he looked at Johnny with sadness in his eyes. "I do kid... I look at it every day in the mirror,...I feel it every time someone looks at me." Johnny immediately realized what he had just said and how careless and selfish his statement had been.

"Ben...I'm sorry...I didn't mean to-" "It's fine kid, I know what you meant." Ben stood up from his position on one of the gym's couches. He walked over to his younger teammate and placed his hand over Johnny's shoulder. "Listen matchstick, were all one big family of accidental freaks, but don't forget were family. And don't ever, for one second, think that Reed doesn't feel any guilt for the space storm incident. He lives with it every second of his life. He's trying to make sure we can at least live a good life. But you and that Spider-punk got a point. We need to do a little more of a proactive job here. I know Reed and Sussy are thinkin it over too." With that the two teammates sat in silence as they thought about what Spiderman had said.

….

**Bank, 1:00 A.M.**

Three armed men ran out of the bank after cracking the security and the vault. With no alarms being set off even this Spiderman wouldn't know about them. He and his crew were fleeing the scene, but as they approached their get away vehicle, one of them was struck with a metallic cord which coiled around him. The man was then hurled into the car, being smashed though the vehicle's roof. The other was snagged by the same line that struck their partner. After the second criminal was snared a small and thin figure descended on the third criminal. The man tried to fire off his machine gun at the hidden figure, but the figure was easily able to dodge the bullets before clinging to a wall, the figure's hand began to crackle with green electricity before it fired it off in an electric blast that struck the last robber full force. The man crumpled from the energy unleashed from the blast. One of the criminals was still conscious while being hung upside down on a thin metallic wire. The figure stepped into the light revealing a woman wearing a form fitting red and white body suit, there was an opening in the back of the mask that let her long brown hair down. She stepped forward towards the terrified criminal, "Send a message out around town, I'm looking for Spiderman. Got it?" the man weakly nodded, as the women began to walk away the criminal asked one question. "Who are you?" the masked woman stopped walking and turned around. "The names Spiderwoman." Then she fired off a cord into the night and swung away.

Jessica Drew could understand why her twin loved web swinging so much, it was freakin awesome. Being able to freely swing through the city was so mentally and physically freeing. The new wrist mounted grappling lines were pretty handy in a fight, though they were built to allow her greater mobility. Her venom blasts were great for ranged combat, apparently her brother had a weaker form of her mutation. But from the feats he had accomplished he was physically stronger than her. While Hydra's experiment allowed her to lift 15 tons, her brother had been shown to handle at least double that amount. She also couldn't naturally stick to walls, but shield had equipped her boots and gloves with a special glove that mimicked the adhesive abilities of her brother (think the wall crawling gear in MI: Ghost Protocol). Her suit was also interwoven with a specially constructed unstable molecule compound. It could greatly reduce the impact of kinetic force although a bullet would still feel like a punch fro a thug to a normal person, but Jess could handle more than her fair share. She landed on a tall building overlooking the area of Queens.

Jessica had hoped to run into Spiderman on her first night out, but she knew it was just wishful thinking. She never new about her brother before a few weeks ago. She had been so caught up in being an agent of S.H.E.I.L.D that she hadn't bothered to look for or reconnect with the rest of her family. Part of her knew she would love to meet them, but another part of her knew she would never truly fit in. She had been stolen at birth, robbed of her childhood and made into an assassin. The worst part was she didn't want to leave that life, she loved the thrill and the role of an agent, but she wanted to know what a family was. She'd be lying if she said she wasn't nervous about meeting her brother. Being a new hero was fury's idea, the name she had come up with (Literally the second the criminal had asked for her name.)was her own. She started to berate herself on how stupid she sounded, it was like she was trying to be her brother's sidekick! The major issue was how she was going to approach her brother with the news that she was his sister. She sat on the edge of the building and looked out over the city. "Man I wonder if this how he feels when he has to think of stuff like this."

**Done with this chapter, Hope you liked Peter's meeting with the FF members.**


	11. Chapter 11

**Disclaimer: I do not own any characters from Marvel; all rights go to their respective owners.**

**I'm planning on introducing the Ultimates pretty soon, the roster will include:**

**Captain America**

**Thor (In his ultimate incarnation, I really liked the axe/hammer weapon)**

**Giant Man/Ant-man (I've always liked that he was two heroes and being small he still packs a punch.)**

**Wasp**

**Iron Man (in his ultimate armor, but slightly younger, probably 21-22, youngest member of the team, as a result I'm planning on him having a team up or two with Spidey, good for the character development. Also his armor is faster and has more concealed weapons)**

**Hulk (Though like the ultimate hulk from the ultimate avengers animated movie, violent and angry, kept locked up as Banner in the Triskelion)**

**Black Widow**

**Hawkeye**

**If you have any one else you would like to have make an appearance review and comment on it and I will respond as soon as possible. I'm also thinking of doing an Ultimate Ironman fanfic in the same universe as this story. What do you guys think?**

**Chapter 11**

**Snowballing**

Peter was currently walking back to his warehouse after dropping off a package to Matt in Hells Kitchen. As he walked into the warehouse he received a call from Eddie. "Hey man what's up?" Peter asked his old friend as he answered the phone. "Hey Pete, I need your help." Eddie sounded tired and depressed, needless to say this made Peter a little worried. "With what? Is everything okay?"there was a pause on the other side of the line before he received an answer "Not really, Pete…. I'm dying."

…

**Warehouse**

"How do you have lung cancer?! Eddie you don't even smoke!" these words came from Peter who had rushed to the warehouse after Eddie called him. "The second hand smoke is what got me, Dad always did try to keep me away from him when he lit a cig. It probably didn't help that I have a gene mutation that makes me 25% more likely to contract cancerous diseases." Eddie chuckled in what seemed like shocked horror; he was still trying to wrap his head around his situation. "This can't be happening, Please tell me you've developed some sick humor and this is all some type of gag!" Peter grabbed Eddie by the collar while he screamed at him. Eddie let out a pitiful chuckle before he spoke. "No joke Pete, as many times as I've pranked you when we were kids, this ain't a joke." Peter dropped Eddie on the floor, Eddie didn't bother to get up. Peter walked past him about twelve feet before grabbing the nearest piece of furniture and hurling it across the room, the chair shattered on impact with the wall. Peter was in mental despair, first he had lost uncle Ben, then Flash was put in a coma and now his best friend from childhood, his surrogate brother was now dying. 'Fate tell me why are you such a fucking bitch!? You are taking everything from me!' These thoughts echoed through Peter's head as he came to a decision. "Eddie how can I help?"

Eddie looked at Peter hope filling his eyes. "When our dads both worked at Oscorp they developed a compound, an organic substance that could symbiotically link with its host and restructure their body, curing it of any disease or injuries! My dad tried to code it for his DNA to cure his cancer, but after he found out what was happening to me, he tried to recode it to me." "So that's all we have to do? Set a genetic code and program it for your DNA?" "It's not so simple Peter, the suit had negative effects when it comes in contact with anyone not properly matched to its code. It could kill me the second I put it on! And they were only able to recode it once! By accident I might add! All the notes and data on the suit is locked in storage. I'd have to start from scratch." Peter looked at his friend before giving him a response. "You won't be alone in this, I can help restructure the code if I can. Do you have the suit?" Peter asked and Eddie nodded in response.

Eddie put a heavy metal briefcase about a foot in height and 2 by width. There was a nitrogen tank attached to the top of the case, with steam billowing off the frigid metal of the case. Eddie opened the case and revealed a slightly frosted window plate of glass covering a black sludge like material. The temperature on the monitor read -50 degrees. Eddie then inserted a syringe into a small whole that was on top of the glass. He pulled out the syringe to reveal the black sludge before putting it into a slide machine as to analyze the genetic structure. "So that's the suit?" "Yep, whatever you do don't let it get on you. If not properly coded it can cause cellular degeneration and increased aggression, and with the suit giving you enhanced strength, that could become a major problem." "No, kidding." 'If any of that stuff got on me it could cause some major damage.' Peter pushed the thoughts to the back of his mind as he and Eddie began to work on rewriting the suit's genetic code.

…..

**S.H.E.I.L.D. Headquarters, The Triskelion**

Jessica slammed another training droid into the ground breaking its neck and rendering it motionless. A beeping noise was heard and a holographic clock appeared in front of the new Spider-woman. The clock read **3:25:89 seconds**. "Looks like you set a new personal best." A female voice said from behind the teen, she turned to see her best friend and fellow shield agent Felicia Hardy standing by the doorway. Felicia was a tall and beautiful woman (age 18) with long white hair and a great figure. She walked into the gym and looked around the room. "Twenty-two battle droids in under four minutes, pretty badass." "Yeah well I have to keep up with my training if I'm going for this whole 'hero' thing." "Yeah how's it going? You know, meeting your twin after sixteen years." "With our birthday coming up, I don't even know if I should try and contact him. I mean wouldn't you be shocked if you found out you had a missing family member come out of the blue?" Felicia looked at Jessica before answering. "You are looking at a girl who didn't know that her never-there-father was a professional stealth expert and burglar for S.H.E.I.L.D." "Oh yeah sorry." Jess said now feeling bad. "Aw don't sweat it, and if need be I can help you get in contact with him." Jessica looked at her friend with a questioning look, "Why would you do that?" "To help my best friend and her hot brother."

The last part of Felicia's sentence caught Jessica's attention. "What!?" she looked at her friend, was she hitting on her brother, the one she didn't even know? "What? I mean I've got to admit being a dark and tough superhero does up your chance with the ladies." she said. "Felicia I should kick your ass for trying to hit on my little brother." "Little he 's your twin, and you seem awfully sure that you are older." "Oh please I'm been kicking but since I was 12, I'm clearly older." Felicia looked at her fiend wit an 'are you serious' glance. "Oh well, If you need help you know where to find me." And with that Felicia exited the training room leaving Jessica alone.

…..

**Warehouse**

The test the two young men had been conducting were yielding little results. The Symbiote was resisting almost all attempts to change its genetic code. The substance seemed to become almost aggressive, like an animal, as it began to stir and move inside the case. "Peter we need to call it a night, if the suit becomes anymore aggressive who knows what will happen." "Fine." Peter didn't like the idea of calling it a night; they had barely understood its genetic makeup enough to begin basic alterations. Peter took the vile of the symbiote and placed it in the deep freezer he had inside the warehouse. "I'll see you tomorrow Peter." Eddie said with a hint of depression in his voice. "Eddie!" Peter shouted drawing his friend's eyes to him, "We'll find a way to make it work!" Eddie gave a half hearted smile and began to walk out of the ware house "Of course we will." Eddie said still not sounding convinced, he then walked out of the leaving Peter alone.

Peter collapsed on the floor and he slowly thought over the event of the week. His fight with his aunt and now Eddie's condition. It was like some form of a cruel joke, pretty weird that his sixteenth birthday was on the way. He felt like there was nothing to celebrate, but plenty of things to mourn. He stood up from his position and walked near one of the buildings columns. He slumped against it before he slammed his elbow into the metal beam, leaving a decent sized dent in the metal support.

He left the warehouse and walked towards his home. When he arrived he heard several voices inside thanks to his enhanced hearing. "So what are we going to do about Peter? We can't just sit here and do nothing!" the voice belonged Harry. Peter heard multiple voices throwing in ideas to try and figure out some way to talk to him. Peter decided to end their conversation as he walked in the door. Everyone turned and looked at him in shock, not expecting him to be home. Peter looked at all of them before speaking, "I'm home." With that he walked up the stairs to his room leading to the attic. The members of the house who had been at the table were now worried that he had overheard them. They quietly tried to discuss ways of getting Peter to tell them what was bothering him until Harry spoke up "I have an idea!"

…..

**Hell's kitchen, Murdock Law Firm**

"Hey Matt! There's a package for you!" these words rung in the ears of Matt Murdock as he walked out of his office he heard his friend and fellow partner toss him a box. Matt easily caught the item and did an inspection. He smelled no chemical compounds and heard no ticking or mechanical parts. This indicated it wasn't some type of bomb. He opened the package and felt two ear buds wrapped in a paper. Inside the package was a piece of paper with it; there was Brail writing on it. Matt read the letter. Apparently it was from Peter. The devices in the box would help to regulate and dampen sound if it became to loud. The devices also could enhance the sound waves or isolate them as well. Matt smiled this would sure come in handy.

…

**Parker Residence, Next Morning**

"How could this have happened?" George covered his ears as his wife wailed at the piece of paper they had picked up in the mail. "This is ridiculous the housing company has gone bankrupt! How can we move into the house now?" "Helen calm down we always find a way out of these situations this one won't be different. But we keep this to ourselves okay? The kids don't need to know." "So what happened to the company?" the sound of Peter's voice caused both George and Helen to jump. They turned to see the youngest Parker fully dressed, leaning against the kitchen's doorframe. "Peter? What are you doing in here?" Peter gave him a look before answering, "Sir... this is my family's kitchen." George mentally slapped himself for forgetting that fact. "So the company owners embezzled or something?" George sighed, "Yes and now we might lose the new house and the deposit we had on it." Peter thought this over for a moment. "So you might need a lawyer to represent you to get back the deposit right?" "Peter we can't afford a lawyer right now." Helen said worry lacing her voice. Peter pushed himself off the door frame and walked over to the home phone. He picked it up and began to dial a number. "Peter what are you doi-" "Shhhsh! It's ringing." The phone rang for a minute before it was answered by a familiar voice. "Murdock law firm, how may I help you?" "Hey Matt." "Peter? Just the man I wanted to thank. Didn't know you were so good at tinkering." "Yeah...I dabble. You like 'em?" "Yes I do. I'll have to try them out sometime." "That's great! But the real reason I'm calling is there's a bit of a legal problem that's come up. I could use some help."" Not a problem, come down to my office in about an hour." "Great!" With that Peter hung up the phone and went to the kitchen stove. He started to make himself breakfast before turning to George. "Mr. Stacy you might want to get ready. We're going to Hell's Kitchen."

…..

**Hell's Kitchen, 1 Hour Later**

"Peter, how do you know this Murdock guy?" George asked as he and Peter walked down the street towards the Murdock Law Firm. "I met him through a certain incident. Don't worry he owes me a favor, also he is a great lawyer! He wins his cases and works for really reasonable rates." With that Peter let George into the building. They walked into the office and saw Matt waiting for them. "Welcome, Please sit." He gestured to the chairs in front of him.

After about an hour of talking the three men seemed to come to an understanding. Matt would represent the Stacy in a court hearing. Peter and George thanked Matt before George left, peter stayed behind for a minute to thank his secret vigilante friend. "Don't worry about it Peter, If you really want to pay me back I'll give you a call when I need your help on patrol." Peter smiled at this and left the office walking back to Queens with George. They walked in silence before George spoke "Peter, I'm going to b a little blunt with you. Everyone is getting worried of what you are doing away from home." Peter remained silent allowing George to continue, "You disappear every night and no one knows where you've ben going." "I've told you I've been putting more hours in at the labs." Peter said as if the line was rehearsed (It was). "We know that's a lie. Harry checked your work schedule, you never checked in on any of those days." Peter's eyes widened at this revelation. He looked at Stacy in shock and anger. "Harry told you that!?" "Before you get angry, Harry was with us the night you asked him to cover for you." Peter mentally smacked himself for not thinking of that possibility. "Do you think we would just not notice how distant you've been becoming? Jesus Peter where do you go sometimes?" "Listen, I got a lot on my plate at the moment." Peter said a little bitterly. "Peter you can't do everything on your own. You have us to help you!" "But you can't help me, none of you can! You don't know what I been doing and you will never understand!" Peter's Phone then began to ring, he picked it up to hear Eddie coughing, "Pete I need you to come to the warehouse, now." "Ill be right there." And without saying goodbye to George he left.

…..

**Warehouse**

Peter arrived at the warehouse and looked in the lab to find Eddie hard at work with the suit. He was currently trying to realign the genetic code. Peter approached him and looked at the lab table noticing several bloody syringes on the table, growing concerned Peter looked at Eddie and noticed he was looking rather pale and tired. "Eddie, what have you done?" Eddie looked up at Peter, "I been trying to use my blood to change the suit's code. It's been working a lot better than our previous method." Peter looked to Eddie's right and saw a small bottle of pills was opened and was almost empty. Peter walked towards the object and picked it up. "Eddie how many of these have you taken?" "I lost count after the fifth pill." Peter looked at his friend in shock. He then looked at the suit in the case still contained in the glass.

He noticed that the symbiote seemed to be smaller and it was moving more rapidly inside the case, it seemed like it was trying to get out. Peter looked at Eddie "Hey is it me or is that thing getting more aggressive?" Eddie ignored Peter's question in favor of continuing his work. "It doesn't matter we need to finish redesigning the code." He looked desperate. "Eddie what have you been doing with the suit to make it so small?" Eddie didn't answer and Peter looked at the microscope he was using to examine the suit sample. The sample was significantly larger than the last ones. "Eddie how many samples have you been using?" "The number doesn't matter, if I don't fix this code then I am dead!" Peter could see just how desperate his friend had become. He was desperate enough to gamble his life on a suit that might kill him. Peter noticed the case was beginning to move on the table. There was a faint thumping noise that eminated from inside it. Peter and Eddie both looked at it before the symbiote sample in the microscope jumped onto Eddie's hand. "Gahh!" Eddie cried out as he fell down, the black substance crawling down his hand. Peter tried to help him but the case on the table shattered, the symbiote leapt from the case and onto Peter, enveloping him in the substance. Eddie saw his friend and rushed to help him, he grabbed onto the suit and started to pull it off of his friend. The substance could sense that this person was now housing a part of itself. It immediately shifted its focus onto consuming Eddie.

The suit left Peter quickly enveloping Eddie. He tried to fight the creature off but he was ultimately consumed by the symbiote. Peter looked up in horror, having been temporarily disoriented by the suit's attack, at his childhood friend now covered in the black suit. The form of the creature began to convert from a sloppy mess into a form that was more humanoid in appearance, but no less horrifying. The creature was all black and had tentacles spewing from it back, to strange white symbols covered its eyes and the chest was covered by a large white spider symbol. The massive beast slowly rose to its feet, its elongated tongue whipped out of its mouth before retracting.

The creature looked down at the still motionless Peter before it roared. It charged at the young man's position but Peter was able to dodge it by rolling to the side. The monster didn't stop or slow its assault. It Struck forward with its enlarged fist smashing through a metal column in an attempt to hit the agile teenager. Peter leapt into the air to avoid the monster's claw swipe. He landed on one of the banisters of the warehouse rafters over looking the massive abomination that had once been his friend. "Eddie! It's me Peter, you Gotta fight this!" He said this as he dodged several more blows meant for his head. He landed on the ground and dodged another tentacle sweep. He decided to get violent and struck forward tackling the monster by its stomach. The monster seemed to be only mildly annoyed. It grabbed the super-powered teen before hurling hi into the lab table they ha used mere moments before. Peter groggily got up from his position and glared at his attacker. Unbeknownst to Peter, a black tentacle had snuck behind. He was suddenly grabbed from behind as the tentacle lifted him in the air before hurling him onto the floor. The monster grabbed him and slammed him into the ground repeatedly. The half conscious teen looked up at the monster, "E-Eddie...please..." The beast ignored his pleas before it hurled the young man into a wall. The force of Peter's impact put him through the wall, rubble collapsing on top of him. The last thing that Peter saw before blacking out was the monster smashing through the warehouse doors.

…..

**Parker Residence**

Gwen and Mary Jane had been trying to figure out a way of convincing Peter to trust them with whatever it was that he was hiding. The hard part was M.J.'s own nagging feelings about what she saw the other day; Spiderman leaving Peter's window. They had tried to call him, but his phone went to voice mail 3 times. "Where could he possibly be?" M.J. said as she was beginning to grow anxious, "I don't know. He may be down by the warehouse." "Warehouse?" Mary Jane asked. "Yeah when he was a kid he and his friend Eddie would hangout thee all the time." "Do you know where it is?" "Yeah, lets check it out."

With that the two girls left the house heading for Peter's hideout.

**Okay cliff hanger. Ill try to update pretty soon. Until then enjoy!**

**And if you want anymore hero team ups with Spidey post it in the comments. **


	12. Chapter 12

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I'm planning on introducing the Ultimates pretty soon, the roster will include:**

**Captain America**

**Thor (In his ultimate incarnation, I really liked the axe/hammer weapon)**

**Giant Man/Ant-man (I've always liked that he was two heroes and being small he still packs a punch.)**

**Wasp**

**Iron Man (in his ultimate armor, but slightly younger, probably 21-22, youngest member of the team, as a result I'm planning on him having a team up or two with Spidey, good for the character development. Also his armor is faster and has more concealed weapons, plus he will be undergoing some trust issues)**

**Hulk (Though like the ultimate hulk from the ultimate avengers animated movie, violent and angry, kept locked up as Banner in the Triskelion, though he can still help as a scientist)**

**Black Widow**

**Hawkeye**

**Maybe Quicksilver/Scarlet Witch (Let me know if you really want them, but no incest, it's just creepy, if you don't know about that look up their ultimate versions) **

**If you have any one else you would like to have make an appearance review and comment on it and I will respond as soon as possible. I'm also thinking of doing an Ultimate Ironman fanfic in the same universe as this story. What do you guys think?**

**For images of venom: /images/00/40/47/36/comics-venom_ **

**Chapter 12**

**Venom**

**Outside The Warehouse **

Gwen and MJ stood outside the gate of Peter's warehouse. They both decided to hop the fence despite its size. After some haggling, in which both girls had gotten part of there clothing stuck on the fence, both were able to get over the barrier. The two teens walked into the warehouse where their jaws dropped in shock at the destruction that was housed in the warehouse. They were shocked to see lab equipment and furniture thrown about the room, broken and destroyed. The biggest concern to the two teens were the large holes that used to be the warehouse walls. One hole led to the outside, the other led further into the warehouse. The girls cautiously approached the hole, peering in they saw Peter half buried under some wooden beams and rubble from the wall. The two quickly ran to his side moving as much debris as possible from the boy. "Peter! Are you okay!?" MJ's frantic voice echoed in the boy's ears startling the young man awake awake before groaning in pain. The two girls quickly helped him to his feet. They helped to brace the young teen as they carried him towards a column, which he promptly leant on for support. The girls then looked him over to make sure he was fine "Peter what the hell happened!?" "Eddie… I need to go!" As if just remembering the events. Peter pushed himself off metal column as e stumbled towards the warehouse exit. Before he could move any further his path was blocked by Gwen. "You aren't going anywhere!" Gwen exclaimed. Both Gwen and MJ stood in front of him blocking him from leaving. "You have some serious explaining to do. What are you doing here and why is that hole in the wall?" MJ's questions where making Peter's head spin, the earlier pain from his brief battle with Eddie wasn't helping either. He remembered everything that had happened earlier that night, the suit, it wasn't helping Eddie. It was poisoning him, and this venom was going to kill him if Peter couldn't stop it.

"MJ, Gwen, I need you to move now!" Peter was struggling to stop the rage from leaving his voice. "I need to help Eddie, he's going to die if I don't!" "Eddie? Eddie Brock? What does he have to do with anything?" Gwen asked. "Everything! I need to stop him he'll die or worse he might kill someone!" MJ spoke up "What is going on? Who is this Eddie?" Peter tried to push pat them without hurting them. "I don't have time to explain!" Gwen refused to budge as she had had it with her friends attitude. "Then make time Peter! You disappear every night and now when we finally find you you're ready to up and leave again! You need to explain!" Peter's rage finally boiled over as he screamed at both girls. "I wish I could tell you what I've been doing but I can't! Now get the Hell out of my way or I will throw you out of my way!" throughout the conversation Pete's claws had popped out, which the girls were now staring at in shock. Peter realized what they were staring out and quickly retracted them. But the damage had been done, MJ walked forward and grabbed the edges of Peter's torn shirt before yanking it down, the damaged fabric tore easily revealing Peter's spider suit below it.

Both Gwen and MJ stepped back, Gwen in shock that her best friend was the violent vigilante, and MJ in shock that her crush and new friend was really Spiderman. Peter stayed put for a second before walking past the two and pulling out his mask. "You both need to go home. This my fight and I'm going to finish it. I am not losing another friend, not if I can help it!" With that he put on his mask and ran out of the warehouse intending to track down Eddie and his symbiote. Gwen collapsed on the floor while MJ slumped against a wall. Both stayed silent as they watched their friend dash through the streets and into the night.

…

**New York City Streets**

Confused, angry, scared, hungry, these were the emotions that Eddie Brock was feeling as he trudged through the streets of Queens. He had killed him his best friend, he had thrown him threw a wall. After Eddie had fled the warehouse he leapt and crawled for 15 blocks until the suit retracted into his body. He couldn't think clearly, he was so scared, so angry, and the hunger he was experiencing was beginning to drown out his senses. He stumbled into the alleyway behind a building and collapsed on the ground. He could feel the suit taking over again, and he knew this time he couldn't stop the monster. "_Help_…" he weakly called out before being engulfed by the suit yet again. The black goo seeped from every pour on the mans body, covering him in the symbiotic substance. The suit's mass began to bulge and grow, transforming itself back into its monstrous form.

The creature now rose from the ground and began to trudge down the streets. The creature now looked like it was searching for something. At the same time a homeless man began to hobble into the streets, completely oblivious to the monsters not even a block away. The creature saw the old man and leapt at him. Before the man could understand what was happening the symbiotic monster had tackled him to the ground. The man let out a scream as the creature sank its teeth into his flesh. The man's screams became silent as the beast feasted on his body. He drank the marrow from his blood and bones, ripped the protein from his muscles and left the rest on the street in a bloody mess. The creature felt satisfied for the moment, but suddenly its body convulsed, it muscles bulged and expanded, its bones and body itself grew to be about 9 feet tall streams of black tendrils flailed wildly on it's back as it teeth became larger. The creature smiled, it was hungry again. It could see large groups of people in Central Park, ready and unsuspecting. The creature retracted into its host leaving a confused and disoriented Eddie helpless on the streets. He looked up to see the large garden that was Central Park, he felt an urge to go there (The symbiote's mental persuasion on it's host) "Help…I need their.. help…" Eddie began to stumble down the street heading towards the park.

…..

**Peter's Location**

Spiderman swung through the city of New York looking for his friend. He swung on every building that could allow him to see the streets of New York in their entirety. Eddie's trail of destruction was rather contained in comparison to what had happened at the warehouse. The suit had not only enhanced Eddie's strength to superhuman levels, but it could also use it own biomass as tendril like weapons. The worst part was it didn't trigger his spider-sense. He had been taken completely by surprise when he was knocked unconscious in the warehouse. Now he was not only looking blindly over the city, but he was basically a sitting duck if he was attacked by the symbiote.

Other than Eddie, Peter was also worried about what Gwen and MJ had seen. They knew his secret. If they told May he didn't know what he would do. He shook his head focusing. Stopping Eddie took precedent over his identity problem. He swung up to a building and perched on a gargoyle that overlooked part of the city. 'Damn it Eddie! Where are you?' Peter then heard the whirling blades of a helicopter; he looked to his right and saw a news chopper heading towards Central Park. 'This can't be good'. Peter swung from building to building. He then decided to test out a new device he had put into his mask, a special transceiver that could pick up radio waves. After setting it for the news broadcast he heard word of a large black monster in battle with a masked vigilante. 'Is Matt fighting that monster?" Spiderman thought, if it was he sure could use the help. He landed on a building over looking the park and saw Eddie now covered by the symbiote (Peter had decided to call it Venom), he was currently trying to hit a smaller figure who was dressed in a red and white costume with a spider symbol on it. 'Who the hell is that!?' peter thought. He decided he could ask questions later as he jumped into the fierce fight raging on street level.

Jessica, currently dressed in her Spider-Woman gear, had been casually visiting the park when a monstrous black creature had sprung out of nowhere. It began to attack people, but thanks to Jess's special training she had jumped straight into the fight. The creature was incredibly strong as her punches and kicks seemed to only annoy the monster. The good news was that it was not attacking people anymore but her. Then there was the bad news; she had no idea how to stop this thing. She dodged another blow from the monster, skillfully avoiding several tendrils that the monster had whipped at her. After landing on the ground, Jessica quickly unleashed a surge Venom blasts, her hands sparked with green electricity before firing them straight at Venom. The monster met the blast head on like an animal. However, it wasn't expecting the attack to be so powerful, the beast screamed in pain as it staggered on the ground, momentarily stunned. Spider-Woman decided to push her advantage as she leapt towards the shattered street area. She grabbed a broken street sign, Before ripping it from the ground, the bottom part of the sign had become rather sharp. She leapt into the air planning to impale the creature while it was stunned, but as she brought down her makeshift javelin, she was kicked in the gut by a web swinging Spiderman. Jessica landed painfully on the ground, dropping her weapon as she hit the ground.

She looked up to see her brother perched on a car that had been hurled into the park during the fight. Spiderman glared down at the heroine, the glare was partly out of her attempted murder of his friend, partly for copying his idea, and largely from the fact she was recklessly endangering her life. From what Peter saw of the fight she definitely was a meta-human. She also seemed to posses a more powerful version of Peter's bioelectric attack. Unlike Peter, this woman was able to fire it from a distance. Peter always had to be in contact with his target, or touch an object that could conduct the electricity. Either way he spoke up. "What the Hell are you doing!? You could get yourself killed!" "Yeah no thanks to you!" she retorted "I almost had that thing until you stomped kicked me in the stomach!" Peter had to admit she had a point, but he didn't let that show. "We don't kill! The guy can't control that thing!" Jessica looked up at her brother before shouting out "You know this thing!?" Jess was surprised to say the least, she had no idea how her brother knew about this thing, but she would kill for some info on how to stop it. "I call it Venom! But that's just the black goo on the person inside! He can't control it!" "We have to take him down somehow!" "I'm working on it!" Spiderman thought over everything that had happened during their experiments with the suit. By this time Venom had recomposed itself after the initial assault it had been dealt by Spider-Woman.

Peter and Jessica dodged the in coming tendrils, shifting left and right, leaping and rolling to avoid Venom's vicious onslaught . Spiderman was definitely having some difficulty in avoiding Venom's attacks while trying to think of a way to beat it without hurting Eddie. He tried to think about how they kept it contained. Then it hit him. They had kept it at subzero temperatures, slowing it down. Now there was only a small problem, they had nothing remotely cold enough to begin to keep the symbiote at subzero temperatures. "Hey newbie! You know anywhere where there are industrial freezers!?" Jessica looked up at her twin, she was a little annoyed that he called her a newbie, but she was also curious on why he needed the freezer, "There are some located in the shipping yards! Why do we need them!?" "I've got an idea, follow my lead!" Peter then swung right in front of the monster and tackled him. Venom and Spiderman began to grapple, with Venom gaining the upper hand as he was physically stronger. However he was not expecting four mechanical spikes to emerge from Spiderman's back. Peter used the mechanical arms to pierce Venom's back before he delivered a flurry of punches into the creatures stomach driving the monster back.

Catching onto Spiderman's plan, Jessica leapt into the fray firing off her venom blasts further pushing Venom out of the Park. Venom let out a blood-curdling roar. "I think we pissed him off!" Jess yelled over the roar. "You think!? C'mon follow me! We're going to lead him towards those freezers!" With that Peter fired a web and swung away followed closely by Jessica. Venom saw his prey fleeing and quickly gave chase. The trio swung towards the docks. Peter and Jessica landed on the streets near a building with Venom landing about twenty-five meters behind them, ready to charge at the duo. The monster leapt at the two who dodged it by a narrow margin. They didn't anticipate the creature releasing its tendrils into the ground, the tendrils ripped through the foundation causing the street to collapse. The collapsing street took all three super-powered beings with it, sending the whole group into the sewers.

The group landed in one the city's sewer caverns, a large area filled with pipes, it looked like an underground dam. The super powered individuals recovered quickly from the fall, ready for another fight. Venom once again charged at the duo, intent on killing them. This time Spiderman charged at the creature meeting Venom head on. The two's collision resulted in them both being thrown over the edge of the dam. Peter used his claws and adhesive powers to cling to the wall as thousands of gallons of water crashed down on him. Venom was not far below him using his clawed hands to dig into the rock face. Jessica looked over the edge to see her brother and Venom still there.

Throughout the conflict Eddie Brock had slowly been digging his way out of the symbiotes thrall. He had scene everything that had happened. All the murders, all the damage. "_What have I done!?_" Peter recognized the voice and quickly responded to his friend's question. "Eddie you got fight this! I can help! Give me your hand!" "_No… I can't…I'm a monster!" _Peter noticed Venoms claws were leaving long scrape marks on the dam's wall. It was obvious the surface wouldn't handle much more strain. "Eddie take my hand!' Peter fired of a web line that stuck to Venoms arm. Venom looked up at the masked vigilante, knowing that under the mask was his friend. He looked down at the rushing water below him before he finally made a decision. "_No!" _Venom used one of his claws to slice through the web, right before he let go of the wall, plummeting towards the waters below. "Eddieeeee!" Peter screamed as Venom disappeared into the swirling vortex of the canal. Peter stayed under the crushing water cascading out of the dam's pipe until a grapple line connected to the wall next to him. He looked up to see Spider-Woman above him, beckoning him to grab hold of the line. He hesitated for a second before grabbing onto the line. Jessica quickly retracted the line pulling her brother over the edge. "Are you ok!?" she asked concern evident in her voice. Peter slouched his back against the wall before sliding on until he was sitting. "No, I'm the farthest from okay there is." The two stayed in silence as the only noise was the roar of the water around them.


	13. Chapter 13

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Just as a reference the FF and the Ultimate Avengers have only been around for a few months the only major battle they have had is against the Hulk when he got out of control. Also they don't know Stark is Ironman, they think he is the companies bodyguard and enforcer. They also think Thor is just a superhuman not a god. Spiderman got his powers about 3 months ago as of this point in the story. X-Men have been around a bit longer but only covertly not publicly, until now. So all of these teams are not "Veteran" heroic teams, but they do have experience to make them heroes in their own right. **

**Any characters you want to see make an appearance shoot me a review. Especially for the X-Men. **

**For images of Rhino: . **

**Chapter 13**

**Family Revelation**

**Water Canal**

"You are my what!?" Peter Parker shouted, anger and confusion evident in his voice. "I told you, my name is Jessica Drew Parker, the only daughter to Richard and Mary Parker, and also your twin." Peter shook his head in denial, "You can't be my sister, I do not have a sister!" Peter's words hurt Jessica though she tried not to show it. "If I had a sister I would have known about it, my aunt and uncle would have know about it wouldn't they!?" Peter's rant sounded more like questions, seeming to portray how truly confused this entire situation was. "They didn't know about me for some reason, I was kidnapped at the hospital by HYDRA a terrorist group, to use my mutant DNA to make me into a killer. They didn't target you because your x-gene didn't appear until you were twelve." "How do you know that!?" Jessica took a deep breath to steady her nerves before explaining her story. She had told Peter that she was his sister after unmasking herself a few minutes after Venom's down fall, needless to say the boy was not taking it well. She explained how HYDRA had trained her to be an assassin and how the Avengers Hawkeye and Black Widow rescued her and deprogrammed her of HYDRA control at the age of twelve. She explained how their mother was once the top operative of S.H.E.I.L.D. and how Fury had helped to train her to follow in her mother's footsteps. He had also kept tabs on Peter.

"I don't know why May and Ben didn't know about me. But the HYDRA operatives disguised themselves as medical personnel and informed our parents that I had died in the womb right before birth. After that they raised me and experimented on me." As Jessica explained the last part her voice began to fill with rage. Peter could sympathize due to his battle against Scorpion, an innocent victim who had their life stolen from them by some mad scientists wanting to play god. "Like it or not Peter you and I are family." Peter stood up and began to walk away, "I don't know what this is but we are not family." He then put his mask back on before he left the tunnels.

Jessica watched him leave tears forming at the corners of her eyes she quickly pulled her own mask on before racing out of the canal.

…..

**New York City, Queens**

Peter swung from building to building heading for his home in Queens, the whole time he thought about what Jessica had said to him. How could his parents have lied to him like that? Keeping it a secret, even if it was painful Peter should have had a right to know. He landed on the roof of his house and climbed in through the attic window. He made sure the mechanical lock he had placed on the attic door was in place he didn't want anyone to disturb him. He collapsed on the edge of his bed thinking the night over. It all added up to one big disaster. Eddie was gone, Gwen and MJ had found out his secret and Peter now had a twin he never knew about.

He looked at a box of old mementos from his childhood. Most of them were form him or his parents. He began to look through the picture albums. 'Can Jessica really be my sister?' he then came across a journal he had scene his father right in when he was a child. Most of these items had been shelved here in the closet due to how painful it was for Peter at the time. He had never read the journal and so he decided to do so now. He flipped through several pages seeing as they were mostly work notes about the project his family had worked on. He finally stopped when he saw a passage with a wedding photo of his parents. The following pages detailed how his mother had become pregnant. But the real kicker was the next page there was a small footnote in his father's handwriting. "**Mary and I were shocked to hear the news from the doctors. The results of the ultrasound have told us that we are having twins. We decided to keep this as our little secret, Ben and May will be so surprised when they find out we've had twins!"** Peter dropped the book in shock and exhaustion, it was all true. Everything Jessica had told him was true, she was his sister, his flesh and blood, and he had just brushed her aside. Peter lay down on the bed exhausted both mentally and physically. Tomorrow he would talk to May. He needed to ask her one question, and then he needed to find Jess.

…..

**The Next Morning**

May, George, Gwen, and MJ all sat at the breakfast table discussing plans for Peter's birthday. They were planning on surprising him tonight. Harry would ask him to come to his apartment where they would wait to spring the surprise. Gwen and MJ remained quiet for most of the conversation; they were still reeling from the revelation that their friend was Spiderman. The plan was almost complete but they all stopped talking when the heard steps coming down from the stairs. They looked at the kitchen door to see peter walking into the room. He looked like he had barely slept (he got four hours total). He stood in the doorway slouching against the wall. "Aunt May can I ask you a question?" May looked puzzled at what he said but she answered regardless. "If there was anything that you knew about our family that could be hurtful, would you tell me? Just to spare me the pain of hearing it from someone else?" everyone looked at Peter in disbelief, completely blindsided by the question. May although shocked at the question responded honestly to her nephew. "Yes, I would." Peter walked towards he rand wrapped her in a hug; this action further confused both May and the other inhabitants of the room. "Thank you aunt May. I'm sorry for the way I've been acting, I promise I'll explain later. Right now there is something I have to do." With that Peter left the house and ran down the street into an alleyway. He quickly changed into his Spiderman uniform and leapt into the air looking for any sign of his twin.

…

**New York Alleyway**

Another thug went flying into a dumpster as Jessica Drew AKA Spider-Woman vented her frustration on them. One of the thugs had miraculously stayed conscious; as he raised his gun to fire Jessica whirled around ready to fire a venom blast. But she was beat to the punch by a web slamming the gunmen's hand (and gun) against a wall. Several more webs hit the man until he was almost completely covered in them.

"Do you always vent your frustration on petty criminals?" Spiderman asked as he perched on a fire escape, overlooking Jessica's little brawl. "Maybe, Why do you want to know?" these words were said with a bit of venom in them. "Guess that really makes us twins." He leapt off of the fire escape and onto the alley floor. "I thought you told me I wasn't your sister." Peter looked at his twin form under his mask. "Well considering all I've been through in these few months I thought things were becoming to hectic for my sanity. I thought that having a sister I never knew was me finally snapping. But the truth is we are family, flesh blood, May and Ben never knew because mom and dad wanted to surprise them, they never told them of the miscarriage." Jessica looked at her brother before speaking again. "So what does this mean were cool?" Jessica asked. "I don't know, we got a lot of catching up to due. Besides I need to make sure my baby sis is shown the ropes of being a good sidekick." Peter said the last part of his sentence with some well-needed sarcasm; Jessica immediately responded, "Hey I'm not a sidekick! And besides what makes you think you're older?" "Well I thought it would be obvious that I was born first." "You have no proof of that, and besides if anyone's a sidekick it be the one with the least experience i.e. you." "Really, who decided to try and name themselves after whom again?" "Why I aughta…" This little quarrel continued for a few minutes. Clearly there relationship was going to be pretty rough.

….

**Underground Lab**

"The subject has adapted to his new position well. The technology is integrating well within the rest of his internal organs. His strength is far superior to the original subjects. It has exceeded exceptional parameters, now he is able to lift approximately thirty tons. His speed can approach two hundred miles per hour. The armor has been a slight problem, but we have succeeded in creating a lightweight and durable substance, it can take a tank shell and keep moving." These words were spoken by a scientist in a white lab coat. He was reporting to an older man sitting in a large, metallic chair surrounded by dozens of computer screens. The man in the chair turned his head ever so slightly. "I see, then allow the subject some freedom to stretch his legs, so to speak." And with that the man turned away from his assistant. "One more thing sir, we have found the creature that was in battle with Spiderman the other night. Its host is extremely weak, but our scientist are beginning to modify with the inhibitor devices." "Excellent, make sure he is ready for the next phase." The man in the chair smiled wickedly 'Soon he will know, soon the world will know what my work is truly worth!'

…

**Warehouse**

"So this is where you've been keeping your stuff, pretty light on security. Plus the mess is pretty bad, guess little brothers are like that." These words were spoken by Jessica as she entered the warehouse. "Why is there a hole in…two walls…Peter?" "Yeah thank that and the mess to Venom." Peter's tone had dropped to a solemn one instead of his usual sarcastic tone. "Sorry Peter, for Eddie and Ben…" "It's not your fault. Don't you dare start thinking that it is or that you did anything wrong." Peter and Jessica started to clean up the mess made from his battle against Venom. "Hey Peter what are these?" Peter turned around at his sister's question. He then looked at her holding a prototype version of his web-shooter. "It's a little invention I made with a chemical compound copied from Oscorp's labs. It's what I use to shoot my webs." Jessica looked impressed, she quickly tested it out by firing several web shots at random objects. "This thing is pretty cool, it seems a lot more useful than a grappling hook." "Yeah…" Peter thought something over before saying "You know it's our birthday right? You got plans?" "Not really, why?" "Well, my family is throwing a surprise party for me at my fiends house. So until then I might as well crack some skulls with my twin, what do you say?" Jessica thought this over for a second. She smiled before answering "Sure!"

The two siblings finished the cleanup of the lab equipment and furniture. Peter decided to move the lab equipment into the underground storage room. He could at least build one his electronic locks to keep it safe, plus the steel door would keep people out. Jessica took this opportunity to ask Peter about Fury's proposal for the Ultimate program. "I don't know Jess, one I really don't like the idea of teaming up with them, and second I don't even know Fury. You might know him but again we just reconnected after 16 years. This is something I can't exactly respond to after it's brought up." "I'm not asking for an answer, I just wanted you to know about the offer, you could at least meet Fury. He keeps secrets but he a good man." Peter paused in his work for a moment, contemplating his situation. "Maybe…" "Alright. Now hurry up bro we've got bad guys to beat up." With that the two teens left the warehouse.

….

**S.H.E.I.L.D. Headquarters, Triskelion**

Nick Fury stood in the briefing room of the Triskelion looking over some data that he was planning to use for the upcoming mission. Jessica had informed him of Peter's decision to think over the Ultimates position. This was fine with Fury for the moment. The doors to the room opened as another person entered the room. "So Nick, what business did you want to discuss with me?" "Other than our normal deals for weapons I want you to do me a little favor Stark." "And what's that" Tony Stark was a young man (21 years old) who was the current head of Stark Enterprise, one of the most advanced tech companies on the planet. It originally sold weapons on a large scale, but after Stark returned from a traumatic kidnapping in eastern Asia he began to steer the company away from munitions, instead focusing more on technology and software. "What favor would that be Nick?" "I want you to arrange another meeting with Ironman, to get him back on the team. After the Hulk incident he has been focusing more on other emergencies, not a bad thing, but he ignores the calls we send him." Stark gave Fury an incredulous look before he spoke "You want meet to get him here? Not a problem." Fury nodded at the man. Before Stark left Fury asked him a question. "How are the arms deals go-, oh wait you don't do those anymore do you?" A small scowl formed on Tony's face. "Nick if this about me cutting all arms deals, I fixed that when I promised SHEILD that I would keep your group well supplied with the few weapons I was still producing." "And you're doing a hell of a job. Thing is that ever since you came back from that little incident in Asia your world view has changed. Then you hired this Ironman guy to protect your company, but instead he ends up saving a passenger plane. A plane that had nothing to do with your company." "You mean my little PR stunt, to get some public trust. It worked pretty well if you're believing it." Stark began to walk away from Fury heading towards the door. "After all you been doing you still won't admit that you're doing this for an unselfish reason." Tony stopped before turning around, "Nick, what do I look like to you, a hero?" he then opened the door ready to leave. "Maybe not, but shrapnel to the heart is a pretty bad way to die. That can have a way with changing ones perspective." Fury's comment stopped the playboy billionaire in his tracks. Stark stood by the door for a moment before opening it and leaving.

….

**Underground Laboratory **

All of the scientist were in a panic, the subject had escaped his confinement. The security was trying to find the experiment before it set any other ones free. "So it escaped did it?" "Yes, it used the opportunity for recuperation to escape." The head scientist smiled, "So Alexander thinks he can escape, we will let him have his little tantrum. We can use it to test his limits and weaknesses." The scientist continued down the hallway completely untroubled by the results of the breakout. The scientists stopped in front of a large door covered in steel plates all connected by several interwoven lock connected to an electronic scanner. The head scientist placed his eye up to the scanner; a thin needle extended from the scanner and inserted itself into his eye. A buzzing noise sounded before the locks began to open. The heavy plated door opened to reveal another laboratory filled with large 12 ft. x 15 ft. containers housing various creatures. The head scientist walked towards one tank and he stopped in front of it. "I'm happy to see you back in our care Mr. Gargan." Inside the container was Mac Gargan aka the Scorpion. The beast snarled at the scientist but did not attack. "It seems the inhibitor devices are working well." The man then walked away leaving the furious creature locked behind him.

…..

**New York Streets**

Peter and Jess had broken up two armed bank heists and one car chase, several normal muggings occurred but nothing out of the ordinary. The two arachnid styled heroes landed on a small perch. The sky had turned orange. "Thanks for the birthday celebration Pete. It been nice to do some good that doesn't feel shady." "Hey what are deeply estranged siblings for?" Jessica gave Peter a hug before she leapt off the balcony and swung off into the city. 'Guess I'll see you around sis.' Peter's cellphone began to ring, "Hello, Harry?" "Hey Pete, remember that favor I asked of you?" "Yeah?" "I need you to help me with something in my apartment, I'm trying to keep it low on the radar here." Peter mentally sighed knowing this was a ruse for his friends to surprise him for his birthday. "Yeah I'll be over soon." He then hung up the phone and got ready to leave for the Osborn's penthouse.

As he was about to leap from the roof of the building he heard loud crashes coming from the street below, alongside police sirens and a bank alarm blaring. 'Oh man this can't be good.' Peter thought. He leapt off the building and swung towards the bank building noticing several destroyed cars and police cruisers. He also noticed a large metal door in the middle of the road. Upon closer inspection he found it was a bank vault but with a huge gash in it. More destructive noise were heard from off in the distance and Spiderman rushed to the scene to confront its source. Peter saw a giant figure, taller than Venom, standing in the middle of the streets being fired on by the police. He was a goliath in a metal shell. The most distinguishing feature was a large and sharp horn on the top of his head. "Get out of my way or Rhino will crush you!" he then charged through the police blockade, smashing and plowing through whatever stood in his way.

Peter fired off several web blasts at the armored beast, but this only served to irritate the Rhino more. "You'll pay for that you little piece of crap!" he charged at Spiderman but was dodged. Said wall crawler fired a web strand that stuck to a manhole cover which he quickly whipped it in front of the Rhino slamming it into his face. Peter used this opportunity to cling to the man and used his claws to tear into the Rhino's metal hide. The material was very durable but it had several splits in it for better movement. Peter dug his claws into these cracks and began to rip off pieces of armor. The rhino tried in vain to fling the hero off his back but Peter continued to crawl over the cyborg avoiding the monster's arms. Peter stabbed one of his claws into the circuitry of the suit. What surprised him about it was it spurted out blood and oil. The momentary shock was all the Rhino needed to grab hold of the young vigilante and threw him across the street and into a building.

Peter smashed through what felt like a hundred walls ending in an office. The people around him began to scatter and flee the area. 'This is great. The guy is at least three times stronger than me. ' Spiderman looked out of the office window. He saw the cyborg dashing down the streets smashing through everything. Spiderman quickly dashed out of the building, going through a window in the process. He swung through the streets trying to catch the armored villain. He finally stuck a web onto the Rhino's back and pulled him self down on top of the man. He again began to crawl around the behemoth tearing and slashing at any exposed circuitry he could find. The Rhino was beginning to feel intense pain as his internal organs were starting to become damage by the masked vigilante. "Get off of me you fucking piece of shit!" "Not a chance asshole!" Spiderman then saw a cord that was interconnected with several other wires. "This looks important!" he then ripped the cord out taking several other ones with him. Rhino screamed in pain. He was able to grab the wall crawler and chucked him again, but this time Peter slowed his velocity by firing several web lines to drag him down. He slammed into a police car. "Spiderman!" the familiar voice jogged Peter's senses; he looked to his left and saw captain Stacy sitting behind the car with an injured officer.

Spiderman quickly hopped over the car to see Rhino readying for another charge. Knowing he couldn't let that happen Peter ran full force into the mad man. The impact was enough to momentarily stun the villain. That moment was all Peter needed. With all the strength he could muster, he lifted the Rhino off hi feet and stabbed his claws into his abdomen. "You want a piece of me!? You want a piece!?" Rhino was shouting in anger, "NO! I want two!" with that Peter tore the cyborg in half. Rhino screamed in pain. The armored foe fell to the ground separated at the waist. He was still alive thanks to his cybernetic organs and enhancements, but he wouldn't be moving for a while. "I'll kill you…. kill you!" "Yeah that what a lot of them say." Peter then saw several cops aiming their guns at him. 'Oh Shit!' "Spiderman you are under arrest!" Peter didn't wait for what came next he immediately leapt into the air and swung away leaving several cops down on the streets below.

He swung towards the Osborn's penthouse looking for a place to land. He finally landed outside the hallway window he quickly changed his clothes and entered the building. He looked at his watch and saw he had taken almost a full hour with the Rhino. H started to think of a plausible excuse and settled on one. He had been rushed around by crowds of people, running from the crime scene. He then had to back track the long way around. After finally settling on that explanation he began to walk towards the penthouse door. Ready for the party.

…..

**Another chapter done. I hope you liked Tony Stark's cameo. **


	14. Chapter 14

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will feature a team I've kinda neglected.**

**Juggernaut looks like his standard ultimate incarnation; Lady mastermind looks like her mainstream counterpart.**

**For the sentinels they are not as big but are still dangerous. **

**Chapter 14**

**Unexpected Help**

The party had been rather good considering peter had arrived about an hour late. May. Harry, Liz, MJ, Gwen, Marc, and Helen were all there. George arrived late due to his police work. But overall it was pretty fun. The only thing that brought Peter's mood down was the fact that Eddie and Jess couldn't be here. Sure he ha given his lost twin a bit of a present, but he still felt like she had been cheated out of it. During the party Peter was trying to think of ways in which he could give Jess and actual present. Thinking back on his crime-busting spree with her he finally got an idea. Tomorrow he would give her a present that would prove to be invaluable. Gwen and MJ were trying to enjoy the party but Peter could tell they were still uncomfortable being around him after all the lies he had told them.

After the party ended everyone went their respective ways. George informed May and Peter that the Stacy's home problem had been fixed, courtesy of Matt. The following days they would be moving into their new house down the street. This would be good as Peter could gain a little more privacy with his secret identity especially since Gwen would be out of the house. He did have to find a way to apologize and explain himself to both Gwen and MJ. But first he had to finish a little project for his sister.

**…..**

**Warehouse, The Next Day**

The new lab Peter had built (more like salvaged) was sufficient enough to create the new devices for his sister to use. Next time she dropped by to discuss SHEILD business he would give them to her. His radio transmitter then broadcasted a police radio signal detailing a large-scale destruction that required the S.C.U. (Special Crimes Unit). Peter quickly dressed in his Spiderman gear and rushed to the scene of the crime.

When he arrived he saw what looked like a battlefield. Cars were ruined, crushed and on fire. The street was uprooted and street lamps were bent and broken, if not outright shattered. In the heart of the destroyed area stood two figures who couldn't be more different from each other. One was a man that was as tall as Rhino, but built like the hulk, he wore a large dome like helmet that covered his face. Only a small visor like area was open, but it was covered by a red visor. He wore heavy looking boots and two cris-crossing straps lined with spikes covered his chest. The other was a blonde haired woman about (18 years of age) in a form fitting black combat suit with the top cut to reveal a small amount of cleavage. The tall one spoke to his companion, "Mastermind why'd we even bother wrecking this place? There is nothing worth stealing here!" The shorter one spoke up to her partner, "Because I was pissed and needed an outlet, that's why Juggernaut!" The one now known as juggernaut looked down at her. "That is one of the dumbest reasons I have ever heard!" "Oh shut up!" Mastermind said.

Spiderman noticed that a squadron of S.C.U troops had arrived on the scene. They opened fire on the two, but the bullets bounced harmlessly off the skin of the man named Juggernaut. "Is this really the best they got?" he then effortlessly flipped one of their swat trucks. The cops ran from the incoming vehicle to avoid being crushed. "Yeah they are pretty pathetic, let me give them a scare." Peter watched from his perch and saw the girl known as Mastermind close her eyes before raising her hands at the cops. Suddenly the cops began to fire blindly at the empty streets as they began to run from nothing. One officer fell to the ground as his flesh began to tear from his body. Peter's enhanced eyesight could see teeth marks appear all over the officer's body as he was torn to shreds. "Those monsters ate Nate!" one officer screamed. "Fall back! Fall back! We need back up against these muties!" the swat team retreated from the area leaving only Spiderman (Hidden on his perch) and the two mutants. 'So their mutants huh? So I guess the big guy has super strength and durability, while the blonde chick must be some type of telepath. If she can cause people to be torn apart like that she must be using the brain's own nerve impulses against the body.' "You made them see monster's?" Juggernaut asked his mutant companion. "Yep, you know those ones from the Alien's franchise, those are the best!" "You like that movie too much." "Like you and predator." "Those movies are horribly underrated!" the two began to argue and Peter decided to make his presence known. He leapt from his perch and kicked with both feet into Juggernauts back. This made the behemoth fall forward, almost crushing his partner though he stopped himself with his arms. "Hey what the Hell Cain!?" "Tell it to that guy Regan!"

"Yeah tell it to the dashing hero in a red and black spandex suit." The two mutants looked up at Spiderman in shock. What was once shock was soon replaced by a wide smile on Mastermind's face. "Hey you're that bitchin vigilante who kicked that monster's but!" Juggernaut looked surprised by that comment and looked more closely at Spiderman. "That's the guy!? Man dude must pack a wallop." Both of these comments made Spiderman raise an eye. 'Are they complimenting me or is this some form of distraction?' Peter decided to ask the obvious question. "Umm.. You guys know who I am?" Juggernaut was the first to speak up. "Yeah your the dude who beat the crap out of that green monster with the tail!" Mastermind also spoke up. "How wouldn't we know? The media has been all over your story!" This was news to Peter, he really hadn't paid much attention to what the media had been saying about him, so much as the criminals and the crime wave he was trying to stop. "I kinda thought the media was trying to down play me." Peter quickly thought this over; if the media was able to get info on him he could lose a fighting edge. "Yeah dude! Hey are you a mutant too?" Mastermind's enthusiasm was beginning to creep Peter out. "Uh, Kinda." He responded. "You mind if you guys turned yourselves in for murder and massive collateral damage?" The two mutant's attitude immediately changed from almost fan level to hostile. "You want us to surrender to those assholes!?" Mastermind was shaking with fury at this point. Cain put a giant hand on her shoulder to calm her. "You have no idea what those bastards due to mutants! We broke out so we could be free!" "Free!? Open your eyes! You're wrecking a city and killing people! You're murderers and terrorists at this point! Any good intentions of freedom you had just got squashed! I'm taking you in now!" With that said Spiderman lunged at the two, Juggernaut charged at him and tried to slam him with a fist but the nimble hero dodged it by a hair-width. "Stand still bug boy!" Juggernaut continued to slam his fist into every spot Spiderman had once been. "How many times due I have to tell people? Spiders are arachnids!" he slammed into Juggernauts actually making the man grunt as he staggered backwards. "I got him Cain!" Mastermind closed her eyes as she placed her right hand on her temple. Instantly Spiderman saw a giant T-Rex charge at him, 'This has got to be an illusion.' Spiderman dodged the attack looking for the two mutants. 'I can't risk getting hit by those illusions, even if I know they're aren't real. I don't know if they will still affect me or not.' He dodged the jaws of the dinosaur again but then felt his spider-sense alert him to danger right behind him. He leapt away from the area and clung to a building. He saw a car being smashed into pieces but there was nothing hitting it. 'Mastermind must be cloaking herself and Juggernaut.' Spiderman tried to think of ways to avoid being eaten by an imaginary dinosaur and being crushed by a powerful mutant at the same time. He then thought of an idea when he noticed a fire hydrant. He jumped down to the red water pipe and ripped it open. He then smashed his fist into the high-pressured waterspout; he then directed it from all angles.

Mastermind's illusions took concentration, and a blast from a fire hydrant would definitely break her concentration. The second she was hit with the fire hydrant her illusion was broken. "Regan!" Spiderman looked in time to see Juggernaut charge at him faster than he had ever seen anyone charge, he was bale to dodge the blow but when he landed the ground shattered. He realized Juggernaut had slammed his fist into the ground uprooting Peter's position. The giant behemoth was able to grab the wall-crawler and he began to squeeze his neck. Peter unleashed his venom shock into the Juggernaut but it only seemed to mildly hurt him. Spiderman even unleashed his claws into the villain's arm but to no avail. He was bout to black out when a red beam of energy slammed into juggernaut's head. The giant fell to the ground with one hand on his helmet.

Spiderman was coughing violently trying to allow his lungs to breathe again. Peter looked up to see six figures standing in the street. One of them had his right hand on the edge of a glowing red visor connected to a mask like helmet that exposed his mouth. He wore a yellow and black jacket over an armored vest; both the jacket and the combat fatigues he wore had a yellow X that covered the clothing. He was flanked on his right by a slightly shorter man with messy black hair and three metal claws on each hand (Imagine Wolverine in his ultimate uniform). On his left was a tall man with metal skin and black hair (Colossus in his ultimate uniform). The one in the helmet like visor spoke up, "Surrender now Juggernaut! If you don't come quietly w-" "You'll what? Hit me with your fancy visor? That didn't work last time!" The short one with the claws spoke up. "This isn't last time bub!" He then charged forward with the metal man and lunged at the giant. Juggernaut ran forward as well and slammed head first into the man with metal skin, he flew several meter sand crashed into a group of cars. "Colossus!" The man with the visor shouted in concern. "Cyclops, need some help over here!" The man with the claws was holding his own against Juggernaut pretty well. His claws were cutting into the behemoth far easier than Peter's had been able to. "Wolverine duck!" the man apparently known as Wolverine jumped to the left as a powerful blast of energy slammed into Juggernaut again. Spiderman looked up to see the one known as Cyclops firing it from his visors. Juggernaut staggered back slightly but he soon began to move forward despite still being hit by the laser. "You X-men are nothing but traitors to us mutants! You're fighting for the same people that hate you!" "We're doing what's right!" a heavy Russian voice sounded as the X-man known as Colossus slammed into the Juggernaut, the two powerhouses began trading blows, but it was clear Juggernaut was slightly stronger. Colossus was more coordinated in his attacks however, so the fight was still raging when a 'bamf' noise was heard right behind Spiderman. He turned behind him to see two new figures dressed similarly to the other three.

One of them had dark blue fur, pointed ears and a tail. He was wearing a similar suit to Cyclops but he didn't where shoes exposing his three pronged feet. He also carried a set of what looked like pirate swords strapped to his back. The second figure was a young girl about Peter's age. She had long brown hair and was wearing a formfitting black and yellow suit with an X on it. "Heir Cyclops we're in position!" "Then get that helmet off!" The short demon like creature grabbed the girl and teleported right behind Juggernaut. The girl then grabbed the man's legs and sunk them into the ground. "Wha-!?" the blue furred mutant then jumped on Juggernauts helmet and pulled on a latch (1 of 4) on the helmet. Juggernaut noticed the mutant on his helmet and tried to grab him. The blue furred mutant teleported away and appeared next to Cyclops. "Shadowcat move now!" the girl immediately phased through an incoming fist and ran to the others. A car came hurtling towards her (thrown by a furious Juggernaut). Before the others could warn her, a black and red blur catapulted towards her, grabbed her, and leapt out of the way of the car. Spiderman landed with Shadowcat right next to the other X-Men. Putting her down, Peter looked at the group. He was standing in front of the outlaw mutant heroes the X-Men. "Ok other than knowing the names of those guys down there, who the Hell are they!?" Cyclops looked hesitant to answer, "Oi! You're that Spiderman guy aren't you?" Spiderman looked at the dark haired mutant with the tail. "Yeah. I am. Mind answering one of my questions for a change?" before anyone on the team could answer, Juggernaut ripped through the street to free himself of his concrete prison.

"Great he free now. What now Cyce?" Cyclops calmly responded to Wolverine in spite of the situation. "We stick with the main objective, take that helmet off. Once we do the Professor can shut him down." Spiderman looked at the lumbering brute as he stepped out of the crater he had made. Suddenly several grotesque creatures came to the Juggernauts aid. They looked like Ridely Scott's alien creatures. "Guess masterminds up and kicking." Spiderman grumbled. "We'll have to take her down too, she and juggernaut are too powerful to be kept loose." Cyclops then looked at Spiderman. "Think you can lend a hand?" "Probably. What's the game plan?" Cyclops looked over his team before speaking. "We got two teams, offense and runners, Spiderman, Shadowcat, Nightcrawler, you're our runners. While the rest of us run offense take out Mastermind if you can, but main objective is getting that helmet off of Juggernaut." The newly dubbed team of runners nodded in understanding.

Colossus and Wolverine leapt into the streets smashing and slicing the monsters while trying to battle Juggernaut as well. Cyclops fired off several beams blasting several of the aliens. While Masterminds illusions were not physically real, the target could mentally fight back by convincing themselves that they could hurt the manifestation. Spiderman and his two new allies leapt towards Juggernaut. Peter unleashed his four mechanical arms to slice the illusions apart. He landed near Juggernaut, firing several web blasts to slow him down and to blind him. Shadowcat phased through the giant and unlocked one of the latches. Nightcrawler followed suit by teleporting on top of the mutant and unsealing the last two latches before being chucked off. A well-aimed blast from Cyclops blasted the helmet clean off. "Professor he's wide open!"Shadowcat exclaimed. Spiderman looked at Juggernaut but the brute only started to swing his fist around trying to kill the heroes. "Hey why isn't he stopping!?" Shadowcat seemed kinda scared now, Nightcrawler seemed to share her fear, "Yah, he's not slowing down!" Cyclops paused in shock before shouting. "The professor says their still something blocking his mind!" Spiderman looked up at Juggernaut and noticed a skullcap covering the man's head, it seemed like it was lined with some sort of panels. "I think he might have a spare helmet!" Peter pointed to the man's head. "Crap that means we have to change our game plan. Spiderman dodged another alien before he leapt onto a building. He looked around the area searching for any Sign of Mastermind. 'She's still cloaked!" Before Spiderman could think of a new strategy he heard a loud rumbling noise coming from above. He looked up to see 7, 5-meter tall purple robots flying towards the battlefield. "Cyclops we have sentinals incoming!" Colossus shouted to their leader. "Shit X-Men fall back! Spiderman you need to leave, if these things see you helping us you'll be their target!" "Alright fine!" He saw the sentinels begin to open fire on the group. Juggernaut seemed to be the main target as he began to attack the drones.

Peter was about to flee the scene, trusting that the X-Men could escape unaided, but his head suddenly felt like it was going to burst. It throbbed with pain as all of his recent woes began to be projected in front of him like a slideshow in fast-forward. He knew it was Mastermind's doing. He could see her from the corner of his vision even though the pain was excruciating. "You..! Get out...of my head you Bitch!" Peter fired a web blast straight at her face covering both her mouth and nose. Mastermind's attack stopped, but the pain was still unbearable as he collapsed unconscious on the ground. Mastermind struggled to try and remove the webbing as she was beginning to suffocate. Juggernaut saw her predicament and rushed to her aid, already having dealt with two Sentinels, although he looked a little injured. He tore the webbing from her mouth allowing her to breathe again. He then took her in his arms and charged away from the scene as several sentinel flew after him.

As the X-men prepared to leave in their cloaked jet, Shadowcat noticed the collapsed form of Spiderman on the street. "Wait!" she called to her teammate who looked to where she was pointing. They saw Spiderman lying in the street, unmoving. "Shit! Kurt!" "On it!" the young mutant teleported by the side of the down vigilante and grabbed onto him. "Easy freund your safe." he then teleported onto the jet as it flew off; unleashing an EMP across the area to scramble the sentinels systems. "What should we do with him?" Colossus asked. "We don't have a choice. Will take him to the mansion. The Professor can help him." Cyclops stated as he sat in the jet's secondary pilot seat. "Yeah, well make sure he doesn't flip out when he wakes up." Wolverine said as he piloted the flying vehicle.

**Another one completed. Still wondering if you guys want me to do another fanfiction like ultimate avengers or an ultimate Ironman. The X-Men and other super teams will have a larger role in the future.**


	15. Chapter 15

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**New chapter! Time to meet the rest of the X-Men. As always review and enjoy!**

**Chapter 15**

**New Friends**

Peter opened his eyes rather groggily, he felt like his brain was slamming itself against his skull. He looked up into the bright lights, this in no way helped his headache. He closed his eyes and slowly opened them to let his eyes adjust. He looked around to see a red haired woman sitting in a chair. "Mary Jane…? Peter asked still groggy. The woman looked down at him before quickly getting up and walking to a computer terminal. "Professor he's awake, a little out of it but conscious." Peter looked around to see he was in some sort of med bay, he was surrounded by equipment that rivaled Oscorp's. He then noticed he wasn't wearing his mask or costume, but a pair of sweatpants. His mind immediately leapt into over drive. He jumped off the table and before the red headed woman could try and stop him he rushed out the automated doors and ran down the hallway.

He quickly darted to the left looking for a door or an exit. He found an automated door that was open. As he ran to the door it slammed shut. Instead of looking for another exit Peter decided to make his own. He unsheathed his claws and sliced through the door before he kicked it down. He then ran through the hallway and entered a intersection in the hallway. He was at a loss for where to go until he saw the teenage girl with brown hair heading towards him. "Wait! We're not going to hurt you!" she said almost pleadingly. Peter then heard a loud Bamf noise behind him. He whirled around to see the dark furred mutant that he remembered was Nightcrawler. "Kitty! And Spiderman! Professor we've found him and he seems fine." "Okay who is this Professor you all keep talking to?" Peter was tired and aggravated, and having these people talk to someone he couldn't see or hear wasn't helping. "The professor is the man who put us together." Shadowcat now known as Kitty said. "_I can introduce myself Kitty. Thank you for finding him." _"Who is that? And why is it in my head?" Peter was a little concerned considering his previous record against Mastermind. A door opened from behind Kitty drawing Peter's attention. He saw a bald man in a wheel chair.

"Hello Peter, I am Charles Xavier." Peter looked at the wheel chair bound professor. "You're the leading expert on mutants, but I guess that knowledge came from personal experience." The Professor smiled at this, "And you seem to have learned from that yourself Mr. Parker. Especially after your mutation developed." "How did you….You're a telepath aren't you?" "Yes I am. I'm sorry for the sudden shock, my students saw you collapse as they were retreating from the sentinals. When we examined you for injuries. I found your mind injured and I wanted to make sure there was no residual damage done to your psyche." Peter glared at him for a second. "You were inside my head?" Peter could feel anger rising inside of him. "I told know one of who you truly are. It can stay that way if you wish, however if you continue to show hostility to me or any one of my students, we will retaliate." Peter forced himself to calm down remembering that they were the ones who saved him when he could have been left for dead or arrested. "Fine. So where am I?" Nightcrawler spoke up, "You are at the Xavier Mansion, well technically underneath it." Peter looked around. "So were in some underground bunker? Cool." "Yes, now if you would come with me we can give you back your things." Peter realized he was still only wearing a pair of pants. He looked over at Kitty who seemed to be looking him over. When she noticed his gaze she blushed and looked away.

Peter fought a blush from forming on his own face. As much a he didn't want to admit, he did not have a large amount of experience when it came to females. He got lucky with MJ and Gwen, but for a cute new girl, he was almost hopeless. Trying to ignore these facts, Peter proceeded with Xavier to an opening in the hallway. They entered a lab room currently occupied by a large mutant covered in blue fur. He turned around at the sound, and Peter saw a face that looked like a lynx. Despite his animal like appearance his demeanor and attitude were very refined and scholarly. "Hello my young friend, I assume you're here for your things?' "Uh… Yeah." The mutant then handed a folded pile of clothes, His suit looked brand new as if it never was in a fight. "I took the liberty of repairing it, I hope you didn't mind." Peter looked over his suit. It didn't appear to have been tampered with, just repaired. "I must say the design and material you used for this suit were ingenious, and the mechanical apparatuses you been using are very well designed." "Uh… thanks ….Um…?" "Oh where are my manners? My name is Hank Mccoy, but many of my teammates call me Beast." Peter thought this over for a minute, then the name clicked with him. "You mean you're the professor on physical mutations at Oxford!?" "The very same. I glad you recognized my profession." Peter couldn't believe that he was in the presence of one of his scientific idols. "It's an honor to meet you sir!" Peter eagerly shook Hank's hand.

"The honor is mine Peter, being able to meet New York's infamous vigilante is an honor in itself." "Well now that interductions are complete here, Peter, If you would be so kind as to follow me." Xavier led Peter out of the Lab and into a control room that hung over a large room. The area was about the size of a football stadium. Peter looked down to see the floor was transparent. Underneath the control center Peter saw several mutants blasting hardlight images. "Who are they?" "Those are the junior X-Men, Chamber, Husk and Mercury. I'm having them trained to use their powers for the betterment of man kind." "You mean so people won't fear them." Peter said still looking at the 3 teens down below. "Yes." Peter looked at the three mutants below. One of them was a blonde haired girl wearing a red trench coat and a skirt, a hardlight image of a sentinel fired a laser at her she was hit head on and slammed into a wall. As the smoke cleared it revealed the girl, but part of her skin was peeled off to reveal stone. She leapt at the sentinel and smashed its leg in. Peter then saw a girl made of a silvery substance leap onto the machine's head. Her hand morphed into a large blade as she pierced through its head. The machine fell forward and dissolved into light, but two more appeared from the holographic projector. The two machines stomped towards the two teens but a blast of pure energy disintegrated the large robots. The two teens looked to see a young man with dark shaggy hair. The most obvious part of him was a large metal chest plate with an orange opening that was glowing. He also wore a metal mouth guard that covered his mouth and jaw. His hands were glowing with the same orange energy that had vaporized the sentinals.

Xavier seemed to think that was enough for the day, he stopped the simulation and spoke into the rooms sound system. "Husk, Mercury, Chamber, that's all for now, get some rest." The two girls waved goodbye while the boy walked out without a second glance. "Well they did well." Peter said before turning around. "Hey do you think I could find a room to change in, I'd rather not have my identity known by everyone here, no offense." The professor nodded and led him to a separate room. Peter quickly changed into his uniform before leaving the room. "I must say I'm grateful for your help in defeating Juggernaut and Mastermind." "I don't call that a victory, they got away. And I should thank your guys for saving my sorry ass, I was being choked by that lugnut before they stepped in." Xavier nodded in understanding.

The two men left the changing room and headed for the hanger. "I suspect you wish to return to your friends and family?" "Yeah no offense, but I'd rather not let my city think I'm taking the day off, I've also got some unfinished business to take care of with my friends." "I understand Peter, but if you ever need assistance, you just have to ask." "I might take up that offer." The two entered the hanger to see a young man with blonde hair helping Colossus and Wolverine in prepping the jet. Suddenly part of the jet's engine roared to life right in front of Colossus and the unnamed mutant next to him. The flames from the jet hit them both head on, Colossus shifted into his metal form shielding himself from the flames, the other boy shifted into a form composed of solid ice. The ice mutant blasted the flames with a stream of ice, dousing the engines.

Colossus spoke up in anger, "Logan! What the hell, you could have killed us!" The young man also shouted in anger, "That stuff nearly cooked us, you jackass!" Wolverine jumped out of the jet and landed on the ground. "Ah shut up. I knew you guys would be fine. For Christ's sakes Bobby you can freeze shit past -100 degrees and Piotr your made of fucking steel why are you two bitchin about it?" "Logan," the rugged looking mutant looked at the professor, "Please do not antagonize your teammates." "Tch! Fine, you deal with them Chuck. I'll get the jet ready to go, well be dropping bug boy off near the bridge." Peter glared at the man from under his mask. "He seems nice." Peter growled out. "Logan has many problems, but he is a member of our team and school. He has many things about himself he doesn't understand, and I swore I would help him." Peter looked at Charles before he walked into the jet.

Peter sat down in a chair waiting for the jet to take off. He heard a strange noise behind him causing him to turn around to see Shadowcat phasing though the floor before leaping up into the jet, she then plopped down into a chair. "What are you doing here?" Peter asked. Kitty looked at the masked vigilante with a questioning look. "Why? I'm part of the send off crew, also this our jet." "Point taken." Peter turned around an the two sat in an uncomfortable silence. Kitty finally broke the silence by introducing herself as Katherine "Kitty" Pride. "I heard the other guy mention your name." Peter responded. "You mean Kurt right?" Peter nodded. "So what's your name?" "Spiderman." "I meant you're actual name, I mean I know what you look like under the mask and you know what I look like, plus I told you my name." Peter hated to admit it but she was right about most of it. "Peter Parker, there you happy?" Kitty thought the name over. "Cute name." Peter turned to look at her and was about to respond when the X-jet's doors opened revealing Xavier and Wolverine. The latter sat in the pilot seat and started the engines. The jet exited the hanger with resounding speed that left Peter impressed. 'Man how many people know my identity now?' 'As of now only myself, Hank, Jean, Kurt, and Kitty.' The voice that Peter suddenly heard mad him jump in his seat. He whirled around to see the professor smiling at him. 'Dude ever hear of privacy?' 'Forgive me Peter. But to answer your question only the five I have mentioned know of what you look like, and only Hank, Kitty, and Myself know your name.' 'Okay, that a small weight off my mind.'

The Jet slowed as it approached the bridge leading into Queens. The ramp opened for Peter to leave but before he could jump, a hand touched his shoulder. He turned to see Kitty standing behind him smiling. "Hey just so you know your secrets safe with us." Peter smiled under his mask. "Never doubted you for a second." As Peter leapt out of the jet he heard Kitty shout out "Don't be a stranger!" And with that he swung away into the city.

…

**Warehouse **

Peter landed in front of his warehouse. He walked in checking to make sure everything was in order. He walked over to his couch and saw a slim figure lying on the sofa. He approached and saw that it was his sister Jessica. He tapped her on the shoulder making her jolt awake. "Wha-!? Peter?" she then jumped up and grabbed him "Where the hell have you been, I had to be on patrol double time because you were gone! Do you know how freaky it was knowing my brother was taken by the X-men!? SHEILD does not have a lot of pull with them!" "Jess calm the Hell down! I'm fine, they helped me recover after that fight with Juggernaut and Mastermind, even though they got away." Jess glared at him. "Yeah SHEILD sent out those sentinals to try and stop them but they got away. Those things don't create good P.R. when dealing with mutants!" Jess continued to rant on her twin as Peter tried to tune her out. After about five minute she paused to catch her breath. "And the worst part was two girls came sneaking around here the other night looking for you. I thought this place was a secret." This comment shocked Peter. "Was it a blonde and a redhead?" "Yeah, how did you know?" "Shit! I totally forgot about Gwen and MJ!" Jessica looked confused, understandably. Noticing his sister's confusion he explained himself, "There two of my friends, long story short they kinda found out I was Spiderman and well things have been awkward." "They what? Why wasn't I told of this!? If SHEILD finds out th-" "They wont find out, ok? I was going to take care of it."

Jessica looked at her brother before responding to his statement, "Right, anyway you have to be more careful with your identity. I'll keep quiet about it for now, but if this becomes a problem we might have to take them into protective custody." Peter nodded in understanding. "Good, now you're done with me you might want to check in on your family." "Right aunt May will try and kill me." Peter sighed as he began to walk away but stopped before he left. "Hey Jess, I thought to make up for several years worth of birthdays missed you might want a little present. Check my workshop." Peter then left the warehouse, leaving he is bewildered sister behind.

Jessica descended into the basement storage of the warehouse, aka Peter's workshop/lab. She entered the room and saw a note next to a box. The note had her name on it. She opened the box and saw something that made her smile. Inside the box was a pair of freshly built web-shooters. "Oh... this is gonna be fun!" she said grinning.

**….**

**Parker House **

Peter stood outside his house trying to think of a plausible excuse to use. When he eventually came up with nothing he decided to walk in and face it like a man. He walked in the front door to find an empty hallway. He walked inside his house and heard two people taking in the living room. He slowly entered seeing MJ and his aunt chatting. MJ finally noticed him by the doorway and called to him. "Peter! It's about time you got home, how many nights were you going to sleep in that warehouse?" May turned around and looked at Peter, a frown on her face. "Peter if you were going to stay in that place you could have called." Peter looked at MJ who gave him a 'play along with it' look. "Oh! Sorry about that I was just tired." May seemed to except this. "Just make sure you call before you disappear like that." "Sorry aunt May." MJ then decided to speak up, "Hey Pete can I talk to you?" Peter looked at her and nodded. The two walked up to Peter's room and he closed the door. He turned around to find MJ glaring at him.

"You have some serious explaining to do." Peter let out an exasperated sigh. "I know I do, Just let me explain before you freak out." "Fine but you should explain it to Gwen tomorrow as well." "Deal." Peter then explained how he had become the vigilante known as Spiderman, including hi encounter with Kraven, his uncle's death and Flash's coma. MJ stood in shock after he had told her what had happened to Eddie. "Peter I'm so sorry, I didn't realize that had happened." "You have nothing to be sorry about. I have a responsibility to help people and that's what I'm doing." "Well who said you have to do this alone. I can't help you with fighting crime and all, but I can at least help you cover so May doesn't worry." "That would help a lot. Thank you MJ." She smiled and gave Peter a hug, the teen blushed at the close contact the beautiful redhead was giving him. He hugged her back before they broke the embrace. "So when you need my help just call." Thanks MJ."

MJ left the house about five minutes later. Peter watched her leave before he dressed in his Spiderman uniform. He swung around the city looking for any thug or criminal asking for a beat down. His radio scanner then picked up a signal for an armed robbery. "Well New York you certainly know how to keep things lively." He then swung off to combat the armed criminals.

**Hope you guys enjoy** **this one. I'm planning on introducing some new characters and a team up with everyone favorite armored hero, as always please review. **


	16. Chapter 16

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I think I might start righting an ultimate avengers fanfic soon. If you agree then send me some reviews of who you would like to see in it, heroes and villains. **

**Chapter 16**

**Hostage Crisis & A Vigilante's Reward**

**New York City, 11:00**

About a week had passed after Peter's talk with MJ, He had explained his situation with Gwen, and although she agreed to support him, Peter could tell she wanted him to stop his vigilante life style. Peter didn't agree with that mentality but he appreciated Gwen's concern for his safety. He swung around another building when his radio scanner picked up large chatter concerning a hostage situation in the Symkaria embassy. Several armed terrorists had infiltrated the embassy and had the representatives as hostages. Peter swung to the embassy landing on a ledge overlooking the area. He saw several police and S.C.U units stationed outside the building. He saw captain Stacy alongside officer Dewolfe organizing the police for both negotiation and a possible raid.

Spiderman crawled alongside the embassy building looking for an entrance. He found one in the form of a vent. He crawled inside and proceeded through the ventilation system to the hostages. He opened a hatch and crawled onto the ceiling keeping his sense on alert for the terrorists. After crawling on the ceiling for about two minutes he came across two armed men in full body armor, they looked like professional mercenaries. 'That makes sense, want to cause an international incident, use guys with no national ties.' He could hear them speak in a thick European langauge. He couldn't recognize it well but he hit his radio transceiver to record the conversation. He lowered himself behind the two men before speaking, "Excuse me gents, I was wondering if I could interest you in a good old sparring of fisticuffs." He said these words in a mock British accent. The two guards spun around to shoot the masked vigilante but they were met with a wide spray of webbing. The men now looked like human sized cocoons. He webbed them to the sealing making sure that if they fell free they would hurt themselves. He then proceeded to the next room where he saw several more armed men.

Spiderman leapt into the fray firing several interconnected webs at the armed soldiers. Before they could let out shouts of protest or utter a warning, Peter sent a large dose of his venom blast into the webbing electrocuting the men. They all dropped to the ground unconscious, Spiderman then proceeded to web them up to prevent them from escaping. He kept to the shadows of the building, doing his best to remain hidden while looking for the hostages. Spiderman crawled up into the vents yet again. 'I feel like a professional burglar doing this kind of thing.' He the heard more voices from a larger room. He crawled out of the vent and clung to the ceiling. He realized that he was in the embassy's ballroom. He saw about twelve hostages bound by zip ties. He saw that most of them were wearing business suits, but they had an air about them that made it seem like this was more of an annoyance than a life-threatening emergency. The only one who looked out of place was a beautiful young girl of about seventeen. She had long silver hair tied in a ponytail. She wore an elegant looking dress that reached her high-heeled shoes. The dress she wore was silver in color and had a slit up the right side. She had a nice figure and sat defiantly in the presence of her captors. Peter had to admit, this chick seemed stubborn as hell to intimidate, more so than her security.

One of the terrorists stood in front of her and seemed to ask her a question, the girl responded in the same language with a tone that held no small amount of venom in it. The man apparently didn't like her response as he raised the butt of his gun to hit her on the head. Spiderman took this as his cue to intervene. He dropped down to the floor and caught the gun with one hand, all the terrorist looked in shock at the appearance of the masked vigilante. "Ah ah ah.." Spiderman said before backhanding the man, sending him flying into a wall. The other terrorist tried to open fire but Spiderman webbed up their rifle and leapt into the group. He punched several of the terrorist before back flipping and slamming another two into the ground. He then unsheathed his claws as he slashed a man's sidearm in two. He then punched the man in the face, shattering several of the man's teeth. Spiderman grabbed the last man by the throat before delivering a venom blast into the man. He spasmed for a few second before he hung limp in Peter's grasp. Spiderman dropped the man to the floor before approaching the young woman. He sliced through the bindings with his talons and helped her up before getting to work on the others. The woman rubbed her wrists and spoke, "Thank you Spiderman." At this Peter looked up at her after he freed the final guard. "You know who I am?" "Yes we have seen the news, you have left quite an impression after besting those creatures on TV." 'She must mean the fight with Rhino and Scorpion. I didn't realize it was broadcasted so well.' "Yeah, well other than the obvious what's going on here? And who are you exactly?" "My name is Silver Sablinova, the daughter of the prime minister of Symkaria. I'm was to be escorted hear at the embassy for diplomatic reasons when the terrorists invaded. They want to use me as a political hostage so my father will cut tie with the US." Peter had heard of the new diplomatic ties that had been made between the countries, but he needed more info than that.

"So other than political reasons why are they here? And what country are they from?" "They wish to have my country cement ties with Latveria, the country adjacent to ours. These mercenaries are from a radical faction of their government, basically an expendable resource. Kidnapping and holding me and the other hostages would force my father into allying with Latveria." "So this is a power play? Freakin politics." Peter sighed. "All right, the hallways are clear. You and your security leave and I'll find the other hostages." The silver haired beauty gave him a glare, this confused Peter, "Uh… something wrong?" The woman marched up to him and pushed her finger right in front of him. "You would expect me to run like a frightened girl!? These mercenaries invade my country's embassy and attacked its occupants! As a representative of Symkaria I cannot stand by and watch innocents be killed!" Although initially shocked at the woman's outburst, he narrowed his eyes before responding, "Listen 'Princess' I can't protect you and your guys while I'm getting the other hostages!" "You think my wild pack and I can't handle ourselves? We have been through dozens of situation alike this and here we are! Alive and well! We can handle it." Peter looked at her entourage of guards none of them looked the least bit distraught at what their leader had said. "Fine." Silver smiled before ordering her men to pick of the terrorist's weapons. The group left the ballroom and headed towards the last location Silver and her team had seen the hostages. The group proceeded down the halls, Spiderman crawling ahead to scout out the areas.

He found the remaining hostages, around twenty of them, near the embassy's main conference room. Silver's team arrived outside the room. The young diplomat pulled out a small round cylinder from a small pouch on her leg. She motioned Spiderman and her team to be ready. She threw the cylinder into the room surprising the men inside. The capsule exploded in a flash of light. All occupants of the room were temporarily blinded. The rescuers took this opportunity to leap into action. As Spiderman took down the first two gunmen, he realized Silver and her team were far more experienced then the terrorists, in the brief seconds that the fire-fight had begun they had already taken down over half the mercenaries. One of the soldiers tried to get Silver from behind but she whirled around delivering a solid kick to the man's head knocking him to the ground. Silver then fired off another bullet into a mercenaries shoulder before one of her guards slammed the man to the ground. 'This will teach me looks are deceiving.' Peter privately thought to himself. Another mercenary tried to fire at Silver but Peter grabbed the gun, forcing the man to fire upwards. He then delivered a rib-shattering elbow to man's chest.

Spiderman, Silver and her wild pack stood in the middle of the bullet-ridden room. Silver issued commands to her men and they started to untie the hostages. Peter heard the rush of footsteps rapidly approaching the door, he warned everyone of the coming noise. Silver and her men readied them selves for another attack only to be met with armed police in swat gear led by Captain Stacy. When George saw the hostages were safe he let out a sigh of relief. However that relief disappeared when he cast his gaze on the masked vigilante in black and red. Immediately the police raised their weapons ready to fire on the masked hero. They were met with surprise when the ambassador to Symkaria stepped in front of him with her guards. Stacy quickly shouted out to her, "Ma'am please step away from the vigilante he's dangerous and wanted by the law!" Silver was not pleased at this news; "You raise your weapons at the man who just helped save over a dozen lives while you waited outside until you heard gunfire! I expected better of New York's finest." This comment caused several cops to back off although Stacy held firm. "Ms. Sablinova, I will ask you one more time to step away from the vigilante or else w-" "Or else what you will fire at me too? If that happens, what do you think will happen when the U.S. government hears that it lost a lucrative deal with a foreign nation because some cop shot the ambassadors daughter trying to catch a masked hero?" At this comment Stacy reluctantly lower his weapon.

"That's better don't you think so?" Silver turned around to face Spiderman. "Thank you for your help, without it I might be dead, and our countries at war." Spiderman shrugged sheepishly. "Well you guys seemed to handle it fine after I set you free. That was some kick as skill back there." "My father was concerned for my safety so he had me instructed in all forms of self defense he believed I could handle. It has served me well today. I must again offer you my thanks, and as compensation for the endangerment of your life on my behalf, a reward will also be given." This news shocked Peter, he quickly declined the offer. "Hey don't think I'm not grateful, but I don't do what I do for a reward. I o it because it's what's right." Silver smiled at this comment. "I see a man of skill and high morals. Please remove the lower part of your mask, don't worry I wont try to remove it." Spiderman saw no harm in pushing the lower part of his mask up, revealing his mouth. Silver then grasped the edge of his face, "On behalf of the people of Symkaria, Thank you." She then leaned forward while pulling Peter closer and planted a kiss on his lips. This seemed to shock all occupants of the room. The kissed lasted for about five seconds before she broke contact. "Uh… Yeah… no problem…" Peter mumbled while blushing under his maskNoticing that the police was still there in the room Peter decided to scram for the night. He quickly dashed out a window before web swinging away. Silver stood where she was smiling. Her guards escorted her away down the hallway. "He is a surprisingly good kisser." She said smiling as she walked away from the scene of the incident.

…..

**Warehouse**

'That was quite a night!' Peter thought to himself as he arrived at his warehouse. He crept into his secret hideout only to see two figures standing in his makeshift living room. The two turned around to look at Peter. "Gwen, MJ, why are you guys here?" He unmasked himself in front of his recent confidants. "We heard about the hostage incident was everyone okay?" Gwen was clearly concerned about Peter and her father. "The people are fine, I'm fine and your dad is fine, he tried to arrest me. Again, but one of the diplomats talked him down. I'm still pretty sure he still wants me in a cell though." Gwen sighed at the news. "Well he's just doing his job." "Yeah but you got to admit other heroes do this stuff and they don't have cops pointing guns at them." MJ's comment did make Gwen think about it. "Maybe they think you're too violent, I mean most of the guys you catch are sent to the hospital instead of the precinct." Peter was removing his web shooters when he turned to give a reply. "Yeah well most of the people they attack aren't so lucky. Putting them in a hospital is better than what they did to their victims." This comment made both MJ and Gwen stand silent, reflecting over what he had said. "Anyway, you still didn't answer my question about why you guys are in my warehouse." MJ gave a snarky reply "I don't see your name on it." Peter gave her a stern look before she relented. "Fine, we were hooking up some new gear to help you with your whole 'lone hero' act." Peter looked around the room and realized that there was now a large desk with several computer screens that were hooked up to several processing units. "Where did you guys get this stuff?" "One of Mark's friends knows a guy, he gave us the stuff and we hooked it up. I was able to tap the cities security cameras to see the hostage situation, it wasn't very clear, but it got the job done. MJ helped." Peter looked at MJ in surprise. "Don't let the pretty face fool you, my dad taught me a lot when it came to engineering. I can tinker with some stuff."

"You guys are starting to impress me." The two beauties smiled at his praise. "Well Gwen here is the computer geek when it comes to the software, I guess were tech support." "Yeah, well the lone hero act was starting to get depressing, thanks for the help." "Hey what are friends for?" The three new allies spent the rest of the night looking over the warehouse and showing each other around.

**…..**

**Triskelion**

Nick Fury stood in the conference room with three others. He turned around to look at three of the members of the Ultimates, Clint Barton aka Hawkeye, Natasha Rominoff aka Black Widow, and the living legend himself Steve Rogers aka Captain America. "Alright people we have a situation developing in the middle-east and I want you three dispatched to deal with it. Military intelligence had informed us of weapons grade uranium in an arms factory. You will infiltrate and dismantle/destroy their uranium supply. All the info needed is contained in this drive." He then placed a flash drive on the table. It was picked up by the red-haired Black Widow, who proceeded to pocket it in her belt. "You will depart in two hours, any questions?" one hand was raised, belonging to the team's resident archer and deadpan snarker Hawkeye. "What is it, Clint?" "Where's Ironman and the rest of the team?" "Thor is currently working on environmental protests around the planet. Hank and Wasp are currently working with Banner on the unknown energy signs that flared up in the south. As for Ironman, we haven't been able to contact him since after the Hulk incident. I think Stark is personally having him avoid us. An as for the new recruits, Quicksilver and Scarlet Witch are still under observational training, plus their positions as mutant ambassadors in Genosha takes president over some SHIELD missions." "Alright, so we go in and neutralize the threat and destroy the uranium. Sounds easy enough." "Standard smash and grab." The team all stood up and left the room, all except for the captain. "Sir what aren't you telling us about Ironman, I thought you brought stark in two set up a meeting." "I did but he seems to be putting us on the back burner. He still doesn't like the idea of selling us weapons." "What's with that announcement? Stark industries isn't selling weapons anymore? Seems like he's gone crazy. Unless there is a bigger picture." Nick looked over at World War II's greatest hero. "He really seems to have let his previous mentality die. You might be able to gain a little insight on it if you asked." Steve frowned at this thought. "You know me and Stark don't get along, He really seems to hate me for mentioning his dad to him." Fury nodded and the captain left the room.

**….**

**Baxter Building, Lab**

Reed Richards was currently busy at work in his lab, trying to rationalize several equations that appeared on a holographic monitor. He stretched his arm to reach several of them. He grasped the hard light structure and began to compare them. "Reed how long are you going to stay cramped up in your lab?" Reed turned his head around (180 degrees) to see his fiancée Sue Storm standing in the doorway. "I'll be done in a little while, these equations are fascinating. One single correct reaction could open up years of scientific ach-" "Reed what is bothering you?" Her soon to be husband looked at Sue with a curious glance. "Susan I'm not quite sure what you me-" "Whenever you are upset or bothered you find some excuse to use the lab to let off steam. Unlike Ben or Johnny who punch, or burn stuff when they're angry, you think your way through that anger. So what's bothering you?"

Reed let out a sigh knowing his fiancée could read him like an open book. "We are the Fantastic Four aren't we?" Reed's question caught Susan off guard, "Of course we are. Why woul-" "I mean, we could go anywhere, do anything. But were here." Sue was becoming a bit unnerved by what Reed was saying. "Reed I honestly can't tell if you're being romantic or creepy, you need to clarify." Reed sighed looking at the equations he held. He lowered his arms, retracting them to their normal length. He lifted the equations in his hand before hurling them at the lab wall. The hard light illusions shattered into millions of pieces. Sue looked in shock ate her Reed. The man slumped down in his chair, placing his hand over hi face. Sue approached her lover with caution making sure not to seem scared, although the fear was for her fiancée rather than for herself. She knelt down in front of her soon to be husband. "Reed…" He looked up at her, "Susan, he was right. We don't do enough." Sue looked puzzled for a moment before responding, "You mean Spiderman? Reed …" "Think about it. We have all we need to help millions, yet I waste our time with exploring the tiniest new innovation that science has created. Look at us look where that has gotten us. We aren't even human anymore!" Sue refused to take this anymore. "You're wrong Reed!" She stood up in front of her genius boyfriend glaring at him. Her response had clearly surprised him as he looked up at her in surprise. "Look at what we are! We're heroes! If you feel like we aren't doing enough then say the word. We'll drop what were doing now and start making the big difference. You blame yourself for the accident, but you don't realize that we don't hold that against you! If we did we wouldn't have stayed! Ben, Johnny and me, we all decide to stay for a better reason than just no place to go! We stayed because we are a family. If we need to be more then lets be more!" Sue's words left Reed in shock. He looked down at the floor for a moment before looking up again at his soon to be wife. He saw the sincerity and determination in her eyes and smiled. He got up from his seat and hugged her.

The embrace was definitely not something Reed initiated most of the time, but it was a welcomed change. "Thank you Susan." His fiancée smiled at her boyfriend's improved mood. "You're welcome. Anyway it's been a long day and I need a shower." "Alright." As she walked out of the room she called back to her boyfriend. "And you are going to join me!" Reed looked up in surprise before smiling. "Deal" he then shut down the holo-projector, before following his fiancée.

…

**Parker House**

Peter climbed into his room and collapsed in his bed. He looked at the clock and saw it read 2:00. Peter sighed and tried to go to sleep, the events of today still fresh in his mind. His phone went off and he looked at the caller ID it was apparently from his sister. He picked up the phone and answered, "Hey Jess what's up?" "Heard you saved the ambassador of Symkaria tonight, you're starting to impress a lot of people here at the Triskelion." "Jess I told you I'm not sure if I'm gonna join up with SHEILD or not." "I know what you said, just letting you know that some guys are getting a bit antsy here. The director is keeping them on a leash, but keep your eyes out for over friendly pedestrians." "Will do goodnight." And with that Peter hung up his phone and drifted off to sleep.

…

**Underground Lab **

The head scientist walked into his personal lab, stopping in front of his retinal scanner. The device injected a needle into the man's eye. After drawing enough DNA to confirm the man's identity it retracted, opening the door in the process. The Professor walked into the room ignoring the blood trickling from his eye. He proceeded into his lab before stopping before in front of a large container. It housed several small parasitic creatures that swam around in their tank. He had specially modified his creatures to copy whatever DNA they were exposed to. Essentially these creature could grow into whatever specimen he desires as long as they had a significant sample of genetic mass.

He entered some commands into the terminal. The tank seemed to churn for a moment before releasing one of the creatures. It was placed into a sealed tube that was then deposited into a slot outside the terminal. The head scientist picked up the tube and held it above his face. The creature squirmed in the tube before it began to sputter and die. The scientist frowned, he had hoped that his genetic research would allow his creations to survive but unfortunately they still seemed fragile. He needed extra help, experts in his field (other than himself). He headed over to a console before pressing a set of buttons.

"I wonder how they will react to the face of an old friend…" The man revealed another wicked smile before leaving his lab.

**Phew! Chapter 16 done! Thank you all so much for your support of my story. Let me know if you guys want me to do an Ultimate Ironman or Ultimate Avengers fanfiction, they would be interconnected to the Spiderman fanfic. **

**As always please leave your answers in the comments. **


	17. Chapter 17

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Hope you guys like this one!**

**Chapter 17**

**New Day, New Problems**

Peter left Midtown High in a hurry. He dodged several oncoming people, weaving in and out of the crowd. His reason for such rushed procedures was that a science expo was opening up near Oscorp, and as a new intern Peter was required to attend. Granted he had about an hour before it started, but being early garunteed some good sneak previews of the new tech. Stark Industries was helping to host the event as it had started a partnership with Oscorp to help develop new medical technology. There was even chatter about Tony Stark being present at the expo.

Peter arrived at Oscorp and after helping to set up some of Oscorp's new inventions Peter took the time to see what had been displayed. He was distracted by the sight of a worker slipping on one of the ladders, Peter rushed to aid him; but he was beaten to the punch when two elongated arms stretched out and caught the man. All of the scientists present looked at the rescuer, revealing none other than Reed Richards aka Mr. Fantastic. Behind him stood the Thing, Invisible Woman and the Human Torch. While Peter was grateful that the saved the workers life, he still wasn't comfortable around them after their little quarrel on the roof. He saw the group as they became surrounded by the press and scientists. Reed and Sue both being scientists started to converse with the other scientists present. Johnny began to fraternize with the reporters, dragging Ben in along with him. Peter was able to slip away from the crowd walking towards the staircase.

His phone began to go off and he decided to answer it. "Hello?" "Peter, it's me Gwen. Where did you go after school? You just bolted." "Sorry I didn't tell you, Oscorp is having a tech expo today, all employees needed. Plus, You know me, science geek." He could hear Gwen laugh on the other side of the Phone. "Yeah, well me and MJ might stop by the warehouse, we found some new stuff you might want to take a look at." "Awesome I'll look forward to it." He hung up the phone and looked over the crowd. The commotion over the appearance of the FF was stolen when a large black limo arrived. The car pulled up to the entrance of the expo and a young man wearing a black business suit walked out.

Tony stark was a well-groomed man (about 21 years of age) who had assumed control over his father's company at age 19. His father and mother had died during a car accident, leaving the young man in charge of the company. He had made plenty of innovation in the arms race, but after going missing about a year ago in Asia. After his return he held a press conference stating that he was abandoning the manufacturing of weapons. He now produced largely modified technology in regards to communication, energy, and medical research. He also had a company bodyguard, the superhero Ironman.

Stark approached the entrance of the building and entered. Reporters and cameramen swarmed him and his personal security. Stark seemed to handle this well, as he casually answered the question with short and rather ambiguous responses. He was greeted by the newly arrived Norman Osborn. The two men shook hands as they approached the podium to speak. The two business tycoons gave a speech of the wonders that modern science could produce. The combination of Stark Industries, Oscorp, and The Baxter Building (represented by the FF) had helped to manufacture the inventions presented around the expo. Peter was only half paying attention as he was currently looking at some of the new inventions that were currently on display. He noticed several strange looking men walking into the expo. They were wearing baggy clothing with hoods pulled up so far Peter couldn't see their faces. Peter stepped back from his spot on the stairs, an uneasy feeling taking hold of him.

There were 8 men in total who had walked into the expo. Each on of them stood stone still, no one was paying attention to them as the current speech being given by Reed Richards held the room's attention. The eight men looked around the building taking notice of the FF and the chief members of the organizations being represented in the expo. The figure's eyes began to glow red as they narrowed in on the FF members. Suddenly one of the arms of the eight individuals opened up into a long cylinder like barrel that began to crackle with energy. One of the security guards noticed this event and immediately pulled his weapon to fire. One of the other hooded assailants noticed this movement and jumped to the guard, grabbing the man by the throat before throwing him through one of the glass doors of the building. The commotion finally alerted the remaining individuals of the assailant's presence. The figure with the electric canon aimed it at Mr. Fantastic, before it could fire a red and black figure collided with the attempted shooter making him miss. The blasts sailed across the room smashing into one of the columns. Spiderman delivered a powerful punch to the hooded man's face. The figure slammed into the ground unmoving for a moment, it then slowly began to rise from the floor.

Before Peter could see its face his spider sense tingled alerting him to an incoming blast of electricity. He leapt out the way, letting the blast slam into a wall, as concrete started to fall Peter fired a web line to prevent the debris from injuring the civilians. Spiderman felt his spider sense activate again, he whirled around to see an oncoming assailant this one with a blade protruding from his arm. Before he could react a blast of fire collided with the man. The figure collapsed to the ground still burning, Spiderman looked to where the blast originated to see Johnny Storm, his jacket partly on fire. "Flame on!" his entire body then ignited in flames. He then took off from the platform firing several blasts of fire from his arms. The hooded assailants dashed out of the way. Mr. Fantastic and the Invisible Woman were evacuating all the civilians, including Norman Osborn and Tony Stark. The latter however looked rather reluctant to go.

Spiderman and Torch were doing their best to hold off the attackers. One of them grabbed Peter by the throat and began to squeeze. The man was then blasted in the face by a fireball, making the figure stumble backwards. Spiderman looked up at the burning assailant only see a metallic face with two red eyes looking back at him. "Torch they're robots!", Johnny looked back at him before he heard a loud smashing noise. Apparently Ben had slammed one of the drones into the ground wrecking it, although it did look like his rocky skin was smoking a little. "Y'know what that means right fellas? We don't have to hold back!" he then chucked the remains of the robot into one of its brothers slamming them into a wall. "C'mon! It's Clobberin Time!" he then leapt into the air smashing the ground sending several robots into the air. Spiderman and the Human Torch launched into action, slashing/punching and blasting respectively. 'This certainly makes it easier!" Spiderman shouted out stabbing a robot in the chest with all four of his mechanical arms.

By now three out of the eight drones had been destroyed. "Any ideas on where these things came from!?" Spiderman shouted to Torch and The Thing. "I'm guessin by the design and the fact they shot at Reed first, these were sent by Doom!" Johnny's response struck a memory in Peter's mind. 'Doom? As in Victor Van Doom, the leader of Latveria? The same country that sent those mercenaries after Silver!' Peter dodged a blade swipe and jammed his claws into the robots head before one of his mechanical arms decapitated it. Another droid jumped at Ben but it bounced off some sort of force field. Susan Storm projected her force field to smash the robot into a wall. Reed quickly leapt into action, wrapping his plastic body around the robot, immobilizing it. He then ripped off a metal panel on its head before rapidly rewiring the robots circuits. He let the robot go and it sputtered for about three seconds before exploding.

This left three robots left. Despite their small numbers the robots were difficult to put down. Spiderman then heard a slight booming noise before a red and gold figure burst through the room slamming into one robot and blasting another. The armored figure then slammed his fist through the chest of the first robot. The third robot leapt at him but it was countered with two arm rockets that launched from his arm. They struck the robot head on, piercing its metal plating before the projectiles exploded inside it. The last robot that had initially been blasted had recovered by this point. Its chest opened to reveal a pulsating green core. The Pulses became faster and it began to glow brighter. Reed quickly realized what was about to happen, "It's going to blow!" Susan quickly reacted throwing up an invisible force field around the robot. The machine blew encompassing the area which the force field covered. Susan seemed to struggle for a moment but luckily the blasts died out before the force field shattered, though several cracks were visible. Susan began to stumble but was caught by her fiancée before she collapsed.

Johnny and the others rushed to her aid. "Reed is she okay!?" Johnny was clearly worried for his sister's well being. Reed checked her pulse and breathing. "She seems to be fine, just exhausted from the strain." Johnny let out a sigh of relief. "That's good news." The robotic voice of the armored hero Ironman drew the attention of the group. "Not to seem like a stick in the mud, but could someone explain to me why a bunch of robots attacked my boss and the expo?" he sounded a bit peeved. "Unfortunately Dr. Doom seems to have been behind this, but knowing him his robots wont be ale to be traced back to him, and his diplomatic immunity would keep an investigation at bay for months." Reed's answer clearly made Ben and Johnny pissed. "Great. A mad man who rules a country just attacked a building full of people and he can just walk away." Ironman sounded very pissed about the idea of civilians being hurt, this was a surprise as he was suppose to be a company bodyguard. "Yeah it sucks, he also attacked the Symkarai embassy and took hostages. Even after I freed them the cops still couldn't find any leads that would bring us to a perpetrator." This news drew the attention of several of the members present including a newly awakened Sue. Reed spoke up first, "The kidnappers were from Latveria? That would make sense considering the tension between Latveria and the US." Sirens could be heard in the distance, and Peter took that as a sign to leave. "Where you going kid?" Ironman asked noticing Spiderman walking off.

"Hey unlike you guys the please want my head, and I'm not sticking around for that to happen." Before the others could speak up he fired a web line and took off. "I'll follow him! Flame On!" Johnny then took off into the sky following the masked hero. Ironman watched the two leave before he spoke to the remaining members. "So we got a new hero in town I see. He's got skill, from what I've seen TV." Reed nodded before responding. "He doesn't think very highly of us though. He believes we don't do enough to help all the people in the city." Ben continued Reed's statement. "He thinks that we don't do enough for the little guys, and hate to say it, but he's right." Ironman stood in silence as the police and reporters began to swarm the area. "Huh, someone like him could keep us honest." Ironman mumbled before he and the remaining FF members were swamped by reporters.

…

**New York Sky**

Spiderman was beginning to feel a little agitated from the Human Torch's repeated following and insistence for him to slow down. He had tried several maneuvers to try and shake him, but nothing worked. "Hey come on I just want talk real fast! How is that gonna be a problem?" Peter finally sighed giving up and setting down on a building that over looked New York's bay. The area was only a few blocks away from Peter's warehouse, making it a rather convenient spot to stop at. "Yeah what is it Storm?" Said hero landed on the roof, his flames dying out as he landed."Yeesh, I try to talk to you but you decide to bark at me, picking up a lot of hostility from the that, not a fan." Pete was starting to tire of Torch's attitude. "Hey you stopped me remember? Make it quick or I'm booking it." Johnny sighed before answering. "Listen you were right." This caused Peter to pause in surprise. "I'm sorry did you just say I was right? About what?" "About not doing enough, look I know we go out and face the bad guys, but it's only the big bads. I mean, you're still an asshole, but you at least keep the thugs off the street." Other than the asshole comment Peter felt a little proud of the fact a team of big shot heroes was taking his advise. "Yeah well you guys did protect the little guys at the expo. And I was a little harsh on the whole criticism." Johnny was about to respond when they both heard an alarm going off in the streets they noticed several men in masks carrying duffel bags out of a building. "Well why don't we continue this talk while helping the little guys?" Peter suggested. Johnny simply smiled as they both dove off the building to confront the thieves.

….

**Latveria**

"Good doctor, I'm afraid we have bad news. The attack on the expo has failed, the doombots were unable to kill Richards and his team. And the ambassador of Symkaria has denounced any of our attempts at negotiations." The servant seemed worried of her masters reaction, but she was surprised by his answer. "It matters not whether Richards or his so called 'Family' survived. The doombots were able to send the virus inside Oscorp's servers. Now I will have access to all of their technology and research. As for the attack on the embassy, that was just to send a message that we are not to be trifled with." The man speaking finally stood up revealing a tall figure wearing a green cloak, his skin was composed completely of metal, and his legs were shaped like metallic satyr legs. His hands were clawed and his face was covered by a scowling mask. He stepped off of his throne and proceeded to an archway that led out of his castle.

Dr. Doom looked out over his beloved country of Latveria, satisfied with its current status. His attack had been to steal data on biological research to better allow his subjects to heal and live more comfortably. Also the secret bio experiments Oscorp had black listed would also be available for his research. He took one last glimpse over his country before returning to the palace, intent on devising his next plan.

…

**New York City, Warehouse**

Peter arrived at the warehouse about an hour after the events at the expo. He would have a lot to explain to Gwen and MJ if they didn't already know about it; odds were that the two knew. He also had to inform them of the new communication device that the Human Torch had given him as a peace offering between Spiderman and the FF. He had accepted it with a good sense of pride. He was making a better reputation with the major heroes, but the law and public still saw him as a violent vigilante, which Peter did agree with. Peter entered the warehouse and saw Gwen and MJ busy at work with the computer hardware they had set up the night before. They were both currently under the computer station messing with several wires and cables. Peter had to admit the vie he got wasn't bad. He decided to cut his amusement short by making his presence known. "What's up girls?" The two were so busy working that they hadn't noticed Peter's entrance until he spoke. The surprise of his voice made both of them jump in surprise, this also had the unfortunate side effect of making the two hit their heads on the table.

Peter winced at the sounds they made. "Owww….. Peter! At least knock before you come in." Gwen said rubbing her head. "Yeah … I'll do that next time." Peter said sarcastically. He walked over to the computer console they were working on. "What's so special about this thing?" MJ got up from under the table. "It's now hooked up with some increased processing equipment, as well as a direct link to the police data banks. So what the cops know, we know." Peter smiled, this could give him an edge. He walked over to one of his workbenches to set down his gear.

"We heard about the expo attack, was anyone hurt?" Gwen asked. "We screwed over several robots, but no people got hurt." "So you had a little team up with the FF and Ironman, huh?" Peter looked up at MJ who had a smug smile. "Some ones getting pretty popular." Peter shrugged. "What can I say, I have a certain charisma." "Riiiight." Gwen said as she and MJ went back to work on the computer terminal.

…..

**Triskelion**

Nick Fury entered the briefing room and looked at the armored figure that stood in the center. "Good to see that Stark still has his poster boy in line." Ironman turned around to look at Fury. "You only get to use Stark so many times before I start ignoring your calls." Nick smiled at the comment, even though the hero was clearly pissed about being in the middle of a SHEILD facility. Several guards rushed into the room, weapons raised and ready to fire, all of them pointed at Ironman. To the hero's credit he didn't look phased in the least. Fury on the other hand looked pissed. "What the Hell is this!?" a female Sargent stepped forward, "Sir! Sargent Maria Hill! Techops has reported a breach in the firewall! The signal source was emanating from this room, or more specifically from him." She gestured toward Ironman. Fury turned to the gold and yellow hero. "Any thing to say shellhead?" Ironman casually shrugged his shoulders, as if not caring he had been caught. "Wanted to see what you had alpha team doing in the Middle-East. Is that why you tried contacting me before hand?" Fury nodded.

"Shit. Now I wished I had come sooner. So what do you want now?" Fury looked at him before speaking. " Right now I need to know, can we count on you to be a member of this team?" Ironman stared at Fury for about ten seconds before responding. "Interesting offer." He then proceeded to walk out of the room, the guns still trained on him. "Oh and by the way…" he turned around and released a blue pulse like wave from his palm. The wave washed over the room as the guns the men held began to pop and spark. The soldiers and Hill all dropped their now smoking rifles. "…Stark sold you some lousy guns, but I'm in." He the left the room, leaving a group of stunned soldiers and a Smiling Nick Fury.

Nick left the room about five minutes later. He walked down the hallway until he stopped. "You know I helped teach you stealth, why do you bother hiding from me?" Fury's question caused a red and white clad figure to drop from the ceiling. "Yeah well it never hurts to try." Jessica Drew stood up from the ground before she saluted to him. "At ease soldier. What did your twin say about my proposal?" "He said he needs time to think it over, he does have until his eighteenth birthday to decide." "True, I'm not gonna force him into it now, but he'll have to choose eventually." "Yeah, I'll make sure he'll make the right one." Fury nodded at his young ward before departing the hallway. Jessica followed after him. "So I heard that Ironman is staying on board with the Ultimates. What do you think Stark will think of that?" "He'll be on board, him an Ironman see more eye to eye than the rest of us do." Jessica looked at her mentor before speaking. "We certainly are adding a lot of oddballs to the family. A living legend, two trained assassins, two mutants, a pair of size changing scientist with relationship problems, a self-proclaimed god, and a Hulk. And lets not forget my brother and I; plus god only knows how many other candidates for the Ultimates." Fury smirked at his protégé's long winded comment.

"SHEILD has a habit of collecting a lot of oddballs. But that's what makes us the best." Fury and Jessica continued down the hallways of the Triskelion, leaving the previous conversation behind.

**I hope this is a good chapter for you guys. I'll be starting on an Avengers story in a little while so keep your eyes peeled for that when I tell you. Also any more villains or character you want me to introduce, shoot me a review with some advice or ideas, it ain't a bad idea unless you don't share it.**


	18. Chapter 18

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will introduce a new character that is highly underrated (Though the movies were terrible). Hope you like what I've done with the character.**

**Hope you guys like this one!**

**Chapter 18**

**Hell Ride**

**New York City**

Spiderman swung through the city looking for any sign of trouble, mainly so he could vent some rage. His current state of anger was due to a certain online newspaper demeaning his already awful public image. Normally he didn't care what a bunch of journalists thought of him, he wasn't a hero for the sake of being a celebrity. But this news editor guy, Jameson, he really got under his skin. The guy apparently had a deep grudge against anyone who wore a mask. He really ripped into any hero with a secret identity. He even had something against guys like Thor and Ironman. But as of currently he was telling the vast majority of New York that Spiderman was nothing more than a violent criminal. Violent was something Peter wouldn't deny, but being called a criminal by some asshole that didn't even bother to say it to his face was something that made Peter's blood boil. He had to admit, Kraven's training in self-restraint definitely helped to restrain Peter's more violent thoughts that were directed at the publisher.

He swung around a building and landed on the window of a skyscraper. He looked out over his city, looking for any sign of trouble. His communicator went off and he tapped the piece of his equipment that rested in his ear. "Peter can you hear us?" MJ's voice came out of the earpiece loud and clear, emphasis on the former. "Yeah, lower the volume though, geez!" about a second of silence followed before he heard Gwen speak. "This better?" "Yeah, I'm not going deaf now. So the new coms work fine, how about the cameras around the city?" There was another pause before he heard their response. "Yeah live feed is good and stable. We should really make some spider drones or something. The cameras in this city only see so much. Now if we were in London that wouldn't be a problem." Peter leapt off of the building, firing a web-line onto another building, he swung to another building to try and get a better angle of a street ally. "Yeah well were not in London so we'll have to make do. But those drones do seem like a good idea." "Well your welcome, just make sure you give us credit when you get famous off of them." MJ joked over the com-link.

Peter was about to make a witty retort, but Gwen interrupted him. "Hey police chatter is all over the place, some thing big is happening near Grand Central station. I can't make out what they're saying, it doesn't make any sense!" Spiderman began to swing towards the train station prepping himself for a fight. "Just tell me what you can make out. I'm sure I've heard crazier." Gwen's response however made him swallow those words, "They're saying a giant dog is wrecking the station… and its fighting a… well a…uh…" "Gwen just finish the report please, while we're young!" There was about a five second pause before MJ spoke up to finish for Gwen. "A flaming biker with a skull for a head." Spiderman landed in front of the station seeing dozens of people fleeing from the commotion going on inside. "Okay, Gwen…I apologize, that one is new." He saw several police cars that were damaged, cops lying on the ground some staying just as faraway from the building's entrance as the pedestrians. He dove into the building looking for the source of the destruction. When he entered the lounge area he saw what looked like a warzone. The area had been effectively demolished; fires were raging all over the place with debris littering the area. "God...did a train come through… here…?" he looked to his right to see an actual train had been slammed through the wall. "Bad choice of words." He heard a loud smashing noise echoing through one of the terminal pipes.

Spiderman jumped down the stairs looking for the two beings described by the police. He saw a figure smash through a wall and land about three meters away from him. Peter had seen several crazy things in his short five months of being a superhero, but seeing a man with a flaming skull as a head was not one of them. The figure that stood before him had a human skull but it was completely consumed by fire. His skull looked like it was charred from the intense heat. The being wore what could only e described as biker clothing. He had on a thick leather jacket that was currently bubbling on the shoulders (It was also partially on fire, embers burning through parts of it). It also wore torn jeans with flames licking the air from the rips in the apparel. He wore spiked gloves and biker boots that went up to about mid calf. His jacket was partially open as it exposed his blackened ribs that were also on fire. Peter decided that it was a safe bet that this guy was a skeleton on fire. He looked towards Peter's direction before raising a glove-covered finger. "_You…Innocent…" _He then turned back to the hole in the wall as he walked back through it.

"That was …Freaky!" Spiderman then dashed through the hole looking for the flaming spectre. He found him standing in front of a large (more like massive) hound dog. This creature was the size of a pickup truck with a gaping jaw filled with teeth as big as stalactites. Its body seemed to be made of smoldering flesh. The beast lunged at the flaming biker but it was met with a long metal chained that wrapped itself around its neck. The burning individual then pulled the chain; this caused the massive beast to be flung through a train. "Hey buddy we need some consideration for collateral damage!" Spiderman landed next to the chain-wielding vigilante. _"You talk too much!" _the creature said as he charged at the downed beast. Its recovery time was miraculous as it immediately leapt from its downed position to tackle the flaming biker. He was pinned to the ground by the giant hound, the beast looked ready to rip his head from his body. The action didn't occur however, as New York's resident wall crawler latched onto the beast's head and proceeded to slash and claw at the monster. Peter had to admit to himself that the hound's hide was pretty tough. His claws had been able to tear through harden steel, yet he felt his claws were barely digging any deeper then a few inches. The creature's blood spilled onto the upper portion of Spiderman's suit. The second the blood touched his suit it began to smolder and burn. "What the Hell!?" This slight distraction was enough for the beast to hurl Spiderman off of it. Said hero was able to land on his feat although a small part of his costume was burnt. "_Don't let it touch you, its blood burns like fire!" _The flaming biker said as he stood next to Spiderman.

The large monster then let loose a huge blast of fire towards the duo. Before Peter could react the skull headed biker threw out his chain and spun it, the chain lit on fire and countered the blast the hound had fired. As the flames and smoke disappeared the duo saw the large beast running down the tunnel, fleeing the fight. "Oh no that things heading into the subway!" "_Not if I can help it!" _The burning biker used his hands and whistled, Spiderman suddenly heard a loud rumble and turned to see a motorcycle completely coated in fire. It skidded to a halt in front of its master. The flaming rider got onto the bike as it roared to life and sped off. Peter quickly followed, swinging as best as he could in the cramped tunnels. Try as he may, there was no way he could catch up to the speeding creatures.

"Gwen, MJ, I need you to pull feed from all the security cameras and police radios, find out where these guys are!" "Just give us a second Peter!" Spiderman swung to the edge of a tall building and clung to it. He sat for about ten seconds before he received a response from his friends. "Peter we got a hit on where they are! It looks like they're heading towards the docks!" MJ's response prompted Peter to jump from his perch and swing towards the docks. He finally arrived and he saw the two supernatural beings in a fierce clash. The flaming rider was currently wielding his chain striking at the creature and blasting it with blasts of fire. The large hound seemed to only be mildly injured from the attacks its adversary had unleashed upon it.

The creature began to charge up what looked like another blast of fire. Spiderman jumped from his perch and landed near a fire hydrant. He then smashed open the top and plunged his hands into the makeshift geyser to push the surging water in the direction of the burning pitbull. The water slammed into the hound dog, but the water quickly turned to steam as soon as it touched the creatures hide. The attack was partially successful as the monster set its sight on the masked vigilante. The beast charged forward, but its assault was interrupted by the burning biker, who slammed himself and his bike into the beast. Skidding to a halt, the flaming spectre then threw his chain around the creature, the spiked end of the chain (Shaped like a cross between a hook and a scythe) buried itself in the creature's hide. The flames on the rider then changed from the blazing orange and red to a fierce light blue. The chain that the rider held was then set ablaze with the same blue flame, searing the monster-dog's flesh. The large beast then burst into flames before collapsing on the ground, roaring in the monster's roars turned into dying whimpers the beast's body began to decay as the blue flames ate away at its being. Eventually the creature was finally reduced to a smoldering pile of ash.

Peter looked in awe at the scene before him. The burning rider stood up from his position, only to immediately fall down to one knee. Spiderman rushed to his aid. "Hey man, wha-" He then noticed a large object protruding from the rider's side. "Holy shit! Is that a …" _"Tooth…stings like a bitch!" _The rider grunted in pain as he tried to remove it. "Hey man, are sure you should remove that?" _"Just rip it out fast, I'll be fine." _Peter reluctantly decided to remove the tooth. He grabbed it and ripped it out of the creature's gut. the rider howled in pain for a moment. Suddenly the flames on the man's body died out. The charred bones that began to cool soon became encased in muscle, followed shortly by skin. While at first appalled by what he saw, Peter soon realized that the flaming being had now transformed into a human (around 25 years old) with brown hair and brown eyes. His side was still bleeding from his earlier wound. "Man I need to get you to a hospital!" The man grabbed Peter's arm, "No hospital! Just give me a second…" the wound on his side soon began to burn. He covered the wound with his left hand, causing the flame's intensity to increase. After about a minute, the man removed his hand from the wound to reveal a nasty scar. "Okay effective, but gross." Spiderman helped the man to his feet supporting him with his arm and shoulder. "Just get me…to my bike…please." Peter conceded to the man's request.

He helped him get to his bike, where the man proceeded to lean against it. "Soooo…you mind telling me who the Hell you are!?" The man looked up at Spiderman, looking him over before he spoke. "Names Blaze, Johnny Blaze." "Alright Mr. Blaze, how the hell are you able to turn yourself into a flaming skeleton?" "What is this twenty questions? I'm a ghost rider, that's how." He said it so matter-of-factley, Spiderman glared down at him. "I hope you realize that's not something normal people know." Blaze looked at him, "I was throwing sarcasm in my tone, but yeah I would be surprised if you did know what I was." "OK, so You're a ghost rider?" The man nodded, checking over his wound. "Yep, basically Hell's bitch...well up until a year ago anyway." This comment made Peter pause. "What!?" Blaze sighed before continuing, "Sit down, this might take a little while." Peter leaned against the wall of a building, waiting for the explanation. Johnny then went on to explain that he and his girlfriend, Roxanne, had been driving to a biker club, where they were kidnapped by a group of cultists. "They killed us both in some sort of satanic ritual. They sold to innocent souls for wealth and power. That was 1995." "Wait, you died twenty years ago? Please explain how your still here then." "I would if you don't interrupt me! Now as I was saying, during the ritual they asked for wealth and power, and they got it, but when Mephisto makes a deal he keeps the upper hand, normally by throwing some problems in their lives." Peter held up his hand to stop John's monologue, "This Mephisto guy, who is he, like the devil?" "Not exactly he a powerful demon, and yes they do exist, as does magic, and no I will not explain that in detail." Peter decided it was best if he didn't know, so he allowed Blaze to continue speaking without interruption "He likes to tell people he's the devil. He offered me a deal while I was in Hell. I would become the new Ghost Rider and I could get revenge. The Ghost Rider is literally a human soul that is imbued with Hellfire, flames so intense that they burn the soul. I was to trained in Hell for 15 years, and in exchange Roxanne is would be set free from hell and would have a new life. So I agreed."

Peter looked at him in shock, "That must have been pretty hard for you." The man nodded. "I was given the power of a spirit of vengeance, a being of pure rage at injustice in sin, he then set me loose on Earth. For the first three years I tried to stay away from people, the second the spirits senses sin, it will destroy the sinner. I wandered around for a while until a certain doctor helped me out. Ever hear of DR. Strange?" Peter thought the name over for a moment, it definitely sounded familiar. "Wait you mean that neuro-surgeon who went missing a few years ago? He's alive?" "Yeah, and trust me he's a lot happier with his job now, he's the Sorcerer Supreme, literally one of the strongest magic users on the planet. He helped me get back control over my soul, I stayed with him for a couple of months, but I couldn't stay. I literally have hell hounds on my ass, that attack at the station was meant specifically for me." "Well they did a pretty god job of blowing that place to Hell." "Yeah, I can't stay in one place too long, not when the devil want's his best soldier back in his service." "So what was that blue flame? Hellfire?" Blaze shook his head. "Angel fire, once a Ghost Rider frees their soul from hell they gain the power to use it, its pretty exhausting though." "Yeah, and destructive, no offense." Spiderman gestured to the destroyed area of the dock. "Hmph…you know those newspapers don't make you seem like you care about collateral damage, but you got a clean soul." "A what?" "Your soul is clean, or innocent of sin. Riders can tell when in our other form." Blaze stood up and checked over his wound. He seemed to think it was fine as he got on his bike. "You're a good kid, and thanks for the help." "Anytime Blaze, where you going?" "As far away from a city as possible. If Hells after my head then it's gonna be me against them, and no one else is going to get hurt. Thanks again, and keep doing what your doing, the city will come around eventually." Blaze and his bike suddenly burst into flames as he sped off down the docks and out onto the water, surprisingly he didn't sink, he kept on going like he was on a road. "Man, I need to get me one of those."

Peter then heard the sound of sirens approaching. "Shit!" he then fired a web-line and swung off towards the warehouse. 'Hope you settle your problem soon Blaze.' Peter thought as he soared through the city. He eventually landed on the roof of the warehouse and crawled in through the skylight. "Hey kids! Daddies home!" Gwen and MJ looked at him with small smiles. "So how it go? We lost sight of you after you went to the docks?" "You guys should probably sit down, this will take a while, and please save the questions til the end." Peter then went to work explaining his night to his friends.

….

**Next Morning**

Peter walked out the door of his house and headed down the street. His intended destination was the hospital Flash was still comatose in. He arrived at the hospital about fifteen minute later and proceeded inside. He signed the guest log and noticed two other names had been placed on the list, Harry Osborn and Liz Allen. Peter walked to the room where Flash was currently resting in. He saw his two friends sitting in chairs around Flash's bed. Peter knocked on the glass door to alert his friends to his presence. They both turned to look at Peter. "Hey." He gave a weak wave. "Hey Pete…" Harry said, unsure of how to respond. Peter pulled up a chair and sat down.

"Hey. So how have you guys been?" "Fine, what about you Peter?" Peter shrugged his shoulders at Liz's question. "I've been busy, some stuff's been piling up and I'm just trying to work through it." Harry and Liz nodded in understanding (at least what they thought they understood). "Met some new people as of lately, kinda weird but pretty cool." "You'll have to introduce us then." Peter nodded in agreement, "If I can." The three friends continued to idly chat about what had occurred in their lives.

…..

**Later, Connors' Residence**

Dr. Curt Connors walked into his family's apartment expecting the light to be on. He was surprised when he found that the lights in his apartment were turned off. He looked around in the dark. "Martha, Will?" He called the name of his beloved wife and eight year old son. He received no response. At this his anxiety increased. His wife and son were usually here a good hour before him. He attempted to turn on the light in the living room, but was distracted by a light in the kitchen. "Martha?" Curt cautiously called out as he walked into the kitchen.

When he entered he saw the face of the last man he ever wanted to see. "You!" "Hello Curt, I would say good to see you, but as you know I hate lying." Curt glared daggers at the man sitting in the chair. "Get out of my home!" "Please Curt, don't yell when your family is here." He gestured to the door to his left. It opened to reveal his wife, Martha, holding her son in her arms, a tall man holding her arm with one hand, a gun in the other. "Martha, Willy! Please don't hurt them!" The man gave another smug smile. "Please, I'm not some savage. I simply wish you to aid me in a little experiment." Connors looked even more mortified. "I will not help in your so called experiments! You have no morality or sense of consequence for your actions!" The man simply shrugged. "Is it so wrong to make sacrifices for perfection?" "You monster!"

"Now, Curt if you want your family to remain safe, then you will cooperate. Your work will be the starting of a brand new species. So what do you say my old friend?" Curt looked at his terrified wife and crying child. He then looked back at the man he most reviled, Curt wanted nothing more than to spit in his face and tell him 'to go to Hell'. But, he had to put his family first. "Ill do it." The man let out another wicked smile. "Excellent!"

**Chapter 18 done, hoped you like what I did with ghost rider. He wont be a continuous character, but he will appear once or twice again in this story or my future ones. Dr. Strange will also make a cameo in future chapters. If anyone wants any more villains then send me a request in a review. **


	19. Chapter 19

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Chapter 19**

**Complications**

**Midtown High School**

The day at Midtown High was pretty uneventful, Peter went to class and as usual, aced his tests. The bell rang signaling the end of the day. Peter began to walk out of his science class when he decided to stay behind to talk to his favorite professor. After the last student had left Peter walked over to his professor. "Hey Professor Miles, can I talk to you for a second?" "You seem to be doing that right now." Miles replied with a slight smile. Peter gave his professor a small smile. "Yeah well I spoke to an old acquaintance of my parents, Dr. Otto Octavius." "Otto!? You spoke to him!? How is he doing after all this time?" Peter took a step back do to his Professor's enthusiasm. "Yeah, he's doing fine. He took a consulting job. He seems like he's doing fine. He also asked me how you were doing." The Professor smiled at this. He ushered Peter out of his room as he locked it up, It was Friday so all the teacher were closing up shop. "Well I'll have to stop by to catch up with him." "I think he'd like that." The two walked out of the school. Peter saw Gwen and MJ standing at the front gate, both had been introduced to the class about two weeks ago. In less then a month they had already attracted a lot of attention. Mostly from the guys.

As much as Peter didn't want to admit it seeing several guys hit on Gwen and MJ did piss him off. He tried to pass it off as just being overprotective, but Peter was beginning to think he was lying to himself. The two girls waved at him from the school's gate. He waved back and said goodbye to his professor before walking towards the two. "Hey guys we ready to go?" The two nodded and the trio walked off towards the direction of the warehouse. "What were you talking to Miles about?" "Oh, just letting him know some stuff, no bid deal." The girls left it at that as the group finally arrived at the warehouse. The group walked into the area and noticed a lone figure in the middle of the room. The figure was a girl with long brown hair who was looking at the computer terminals that the girls had set up. Peter instantly recognized the figure, but Gwen and MJ didn't take the intrusion as lightly.

"Hey!" MJ shouted storming towards the figure. "Who the Hell are you?" Jessica turned around to face the raging redhead with no trace of fear. "Just checking out the little tech support stand you set up, it's not bad, definitely more than what I expected." "What's that suppose to mean" Gwen spoke up storming towards Jess. "Hey I'm just saying that for people who aren't geniuses you got a good setup." MJ and Gwen looked at her incredulously. MJ finally spoke, still pissed, "Was that a backhanded compliment?" Jess simply shrugged her shoulders in response. "You were right Pete, they do have some great skills." The two girls then turned to look at Peter, "You know her!?" they both shouted at the same time. Peter let out a nervous chuckle, "Umm… Yes?" Jess gave him a weird look before speaking again. "Man that hurts Peter, you didn't tell them about me? For shame!" She said this in a teasing tone, enjoying the distress that it caused her twin.

"Peter, care to explain to us who this is?" Gwen and MJ seemed to have become about a million times more intimidating, and this was coming from a guy who faced criminals as a hobby. "Well…I…uh…she…" "Well?" Gwen was becoming very impatient, as was MJ. Peter felt like this situation was very odd. 'Man, why do I feel like they're accusing me of cheating on them?' Peter scratched his head before walking over to Jess and putting hi left arm around her shoulder. He turned to face the stunned girls before speaking, "MJ, Gwen, this is my sister, Jessica."

The room was engulfed in silence for about five seconds. Then it turned into Hell, "Whaaat!?" Peter and Jess both covered their ears as the two teens screamed at them. "Peter since when the hell did you have a sister!?" "Since we came in contact with each other about two months ago. It was after Eddy died." At the mention of Eddy the mood in the warehouse darkened. Peter then went on to explain the meeting between the two siblings. About half an hour later the situation had been mostly resolved. "So why exactly did you keep this a secret from the both of us?" MJ was still rather pissed about the reveal. 'She's pissed that I didn't tell her?' Peter thought. He looked at Gwen and saw an expression that was similar to MJ's. 'Wait she's pissed too? Just great.' "Well bro? You gonna answer the lady?" 'Jess when this is done I'm going to get some serious payback, somehow…' "It was kinda a big deal at the time. I was trying to find a way to break it to you, and I still haven't found a way to explain it to May yet!" "That can wait for a while." Jess finally chimed in. "Ok, so no telling May." MJ and Gwen nodded in agreement to keep it secret until they could break it to May.

"So you two have been teaming up for a while?" MJ asked. "Only a couple of times. But man I gotta say, I didn't know you were such a stud with the ladies. I saw them from a distance, but I got to say you've hit the jackpot with these two!" His sister's teasing effectively made Peter and incidentally the two girls blush. "Shut up Jess!" he said elbowing his sister. "I'm serious first it's these two and then you got a smooch from that Symkaria ambassador, how was that by the way?" Jessica's statement had unintentionally grabbed the attention of MJ and Gwen. Their eyes narrowed at Peter. "So you got a kiss from that silver haired chick did you?" MJ asked her tone changing to a very dangerous one. " "You seemed to have left that part out, Mr. Hero…" Peter gulped nervously as he looked at the two women he had been supported by, up until now. Seeing that she had effectively embarrassed her brother and the two girls who clearly had the hots for him, she decided to change the subject. "So you two act as his support system?" The girls hesitated before responding, still not fully trusting the new girl. MJ finally decided to speak. "Yeah, we act as his eyes and ears by hacking the city's cameras and police radios. It's not totally reliable, but better than nothing." Jessica nodded her head in understanding. "It might be a better idea to install cameras on your costume for some real time accuracy Pete." Peter thought this over "That would actually help in some cases…" The MJ and Gwen also nodded their heads in agreement. "That way we can make sure you don't do anything stupid." She said this tone with a small bit of malice directed at Peter. 'Man! Are she and Gwen really that upset about my kiss with Silver? Damn you Jess!' Peter sent a glare at his estranged sister, said person smiled back innocently.

"Alright I think I might be able to scrounge something together from stuff at Oscorp." "Well make sure it's durable, your fights aren't exactly light scuffles." Gwen and MJ agreed on this fact. "Fine I'll get some of the more advance tech to make it." Gwen spoke up to add another idea. "Maybe a tracker too, one for your suit and portable ones to track guys you might lose in a fight." Peter thought this over "Hmm… that might take some more haggling, but I could at least try." The group then continued to discuss new ideas for upgrading Peter's arsenal. "How about some new web fluid. It wouldn't hurt to have a few surprises on hand." Peter thought over MJ's suggestion. What type of web fluids could he develop that could give him an edge. He could try a flammable one, but that might back fire, literally. His normal webbing was pretty strong, but in his fight with Juggernaut and Rhino were able to tear through his webbing with minimal effort. 'Maybe a high impact webbing?' Peter thought this over for a moment. "Maybe…"

A small beeping sound occurred in the group's presence, they turned to see Jess take out a small silver phone. She answered it and her eyes momentarily widened before she answered. "Understood sir, I'll be there soon." She then hung up her phone and proceeded to get off the couch. Peter did as well. "What's happening?" "SHEILD business, they need me to come in, nothing major, they just need some help, See around little brother." She then walked out of the warehouse ignoring Peter's protests of how there was no proof of her being the older twin.

Peter turned back to face his two companions only to see that they had gotten up and started back to work on the terminal, checking to make sure Jessica had not messed with anything. Peter sighed apparently the sudden appearance of his site has sparked some trust issues in the group. Peter walked down the steps to his makeshift lab. He began to brainstorm the best way to increase his webbing's strength. If he could cause the chemical enzymes to create a quicker reaction, he might be able to increase the durability of his primary tool. After about an hour of tinkering, Gwen walked into the lab. She saw Peter busy at work on his web shooters, adjusting and replacing parts. "You really are a science geek aren't you?" "Yep, tinkering helps me think. Plus it's very productive." He said these words without even glancing up at Gwen. Said girl decided to sit down in a chair that was up against the wall. "So where's MJ?" Peter asked. "She still working on the hardware, trying to increase the range at which we can see the city through the cameras." Peter nodded in understanding before checking his phone for the time. It was almost seven. Peter began to finish his work, reconstructing his web shooters so he could use them tonight. "I installed a small tracker in my web shooter so you can keep track of my position while I'm on patrol." Gwen smiled, "Great!"

Peter dressed in his costume and got ready for patrol. He prepped hit web shooters and double-checked that his mechanical arms were fully operational. Once he had checked all his equipment, he left the warehouse and he headed for the city. "Okay New York! What have got for me today?" He swung from one building to the next looking for any disturbances on the streets. "Gwen, MJ, any reports?" MJ soon responded to his question, "We got a robbery on fifth, heavy armaments, body armor and cars." "Sounds fun!" Peter smirked under his mask as he swung towards the scene of the crime.

…..

**Octavius Apartment **

Otto Octavius walked into his apartment after having consulted at a university. The session went well as the ideas were rather interesting, but alas Otto was tired from his day and wanted to rest. He turned on the lights in his apartment to see someone sitting in a chair in front of his kitchen table. Otto cautiously approached the man and spoke, "Who are you? How did you get in here!?" The man slowly turned to reveal Dr. Curt Connors, looking tired and a little disheveled. "Curt!? What are you doing here? And what happened to you?" The man attempted to speak but was cut off from a familiar voice, "He and I simply had a disagreement. I showed him his errors and he has seen my way." Otto wheeled around at the sound of the voice. He came face to face with a man he had hoped he would never see again.

"How…I thought you…" "Were dead?" The man finished. Otto nodded his head and looked at Connors who looked away in shame. "You could say I did die, but as the messiah of the new world I was reborn." Otto stared at him as if he had grown a second head. "What nonsense are you blabbering about?" "Simple Otto, I will recreate the world and push humanity to its true potential." Otto looked over at Connors who still wouldn't look him in the eye, "Curt are you a part of this too!?" The doctor was about to answer, when he was again cut off by head scientist. "Dr. Connors has been convinced to help my cause and you will as well." Otto looked at Connors and then back at the mad scientist. "I don't know what you did to convince Curt, but I refuse to be a part of your madness!" Otto then went to his phone and attempted to call 911, before he could press the last button, he was grabbed by the intruder and lifted off the ground by his throat. "Otto, Otto, know need to be so hasty…" He then flung the helpless man across the room. Otto slammed against the wall slumping to the ground. Connors rushed to his friend's aid. He helped Otto to slump against the wall, checking him for injuries.

Connors glared daggers at the man responsible, "You really are a monster! How long have you been splicing your DNA with your own experiments!?" The man simply shrugged his shoulders. "My research required self experimentation that could give me some insight, of course I had to acquire some experimental substances, OZ being one of them." This news seemed to resonate greatly with Connors as he stared at the man in complete horror. "Those serums weren't testes! We have no idea the effects that it could have on people!" The head scientist simply shrugged. "It was a gamble testing it on several subject, but after splicing it with some animal DNA I became convinced it could work. And it has worked beautifully. Now come my old friends, we have much to do. We will be remembered as the saints who delivered the world from its stagnant state of evolution." He then left the room as several men armed with guns picked the two scientists up on their feet before dragging them out of the room.

…..

**New York City, 8:00 P.M.**

Spiderman swung through the sky enjoying the freedom his abilities granted him. He fired another web line before descending to the roofs below. He nimbly landed on the top of a building, before flipping off of it to land on a gargoyle. "Man it feels good to let loose once in a while!" Just then his com-link went off. "Sorry to barge in on that freedom but there's another bank robbery on Washington Boulevard." Spiderman quickly jumped off his perch and swung through the air, heading off towards another crime. As Peter arrived near the scene he saw several masked men running from the scene.

Peter quickly jumped into the street slamming one of the robbers into a car. The man was stunned for about five seconds, but this was more than enough time for Spiderman to deliver a back hand to the mans face. This sent him sailing through the air He collided with the pavement and remained still. The other two looked at their downed comrade in shock. Instead or running in fear like the other criminals usually did, these two drew there guns and ordered Peter not to move. 'Normally the criminals try to shoot me first not tell me to fre-, Oh shit!' Peter's spider-sense flared as he cartwheeled away from several Taser darts hit the car behind him. Spiderman flipped over the armed thugs before elbowing one in the face, rendering the victim unconscious, and grabbing the other one by the collar. Spiderman flipped over an empty taxi and landed behind it slamming his fist into his hostage's face immobilizing him. Peter heard several guns fire as stream of bullets ripped the top off of the taxi. Peter tore open the shirt of the thug he had grabbed only to see he was wearing a bulletproof vest with an S.C.U. symbol on front.

"Spiderman this is the Special Crimes Unit, come out with your hand up and surrender, if you do not comply we will be authorized to use deadly force to bring you down." Peters com-link blared in his ear, he heard MJ sounding worried, "Peter we heard gunfire, and now hordes of cops are heading to your spot, what's going on!?" "It was a goddamn set up!" He then heard Gwen speak clearly distraught. "What!?" "Yeah, the SCU staged the robbery to lure me out!" "Peter you have to run!" Peter looked out from behind the taxi to see several heavily armed SCU swat teams armed with Taser rifles, shotguns, and machine guns. "Yeah working on it!" He came out with his hands held up, but none of the officers relaxed their guards. He saw several ones armed with Taser rifles preparing to fire. He saw several patrol choppers heading his way as well. 'They don't intend on taking me in willingly, they're gonna beat me down in front of the city and haul my ass in!' He once again looked around him to see any possible routs of escape. 'Man they really covered all the bases. Guess I got one option, Fight my way out!' Spider man leapt into the air firing several web shots onto the surprised officers, each shot hit their marks immobilizing the cops. The swat team had quickly recovered from their initial shock and began to open fire on each area Spiderman landed on, although his reactions were quick enough to avoid the shots. He landed in the middle of a group of officers and unleashed his four mechanical arms. The arms slammed the swat members into cars and the streets. Another cop tried to fire a shotgun blast at him, but the rifle was webbed by a well-aimed shot.

Another swat truck pulled into the street, Peter took this as a sign to book it. He leaped into the air and started to swing away from the ambush. As he swung into the air his spider sense blared in his head. He narrowly dodged a barrage of gunfire launched from the helicopter. Peter swung through the air dodging what he could. He swung near the street only to see the chopper continue to fire. The bullets riddle the street as people screamed and ran for their lives. "Gwen, MJ are you seeing this!? They're shooting at anyone in their way!" Gwen quickly responded, fear in her voice. "Peter I've called the police and my dad, we can see everything from the cameras. The news is catching everything! SCU is completely out of control! They don't fall under normal police jurisdiction." "What the Hell!" He dodged another volley of gunfire and leapt forward towards the helicopter. He latched onto the helicopter and crawled up its side. He unsheathed his claws and stabbed them through the door of the chopper. He then ripped it off of its hinges and leapt inside grabbing the terrified gunner before hurling him out of the chopper, firing a thin web to stop him from hitting the pavement. He then broke into the cockpit and slammed the poor man's head against the dash. By now the chopper was spiraling towards the bay. Spiderman leapt from the chopper with the unconscious pilot.

The chopper then splashed down into the water. He clung to the bridge they had almost passed on the way down. He webbed the pilot onto the bridge before leaping into the air and swinging away. He headed towards the warehouse and arrived about an hour later, making sure he hadn't been followed. He slipped into the warehouse and saw MJ and Gwen who turned to look at him with both relief and worry. "Peter what the hell happened!? We saw the gunfire from the city cameras and the police reports said there was some major collateral damage!" Peter threw his mask down on the table before walking past both girls. He stopped just in front of an old car he use to use for testing strength. He paused for a moment before slamming his clawed hand through the metal of the car. He then lifted the decrepit vehicle before hurling it into a concrete wall, leaving a small crater in the wall. MJ and Gwen had screamed in fright at what their friend had done. "Those fucking bastard shot at people! Not at criminals, not at murderers, not at me, but people! They were just walking around minding their own business when these trigger-happy bastards rained shrapnel down on their heads! What the Hell do the police think they're doing!? Trying to catch me is one thing, but they were just shooting randomly how has the news covered this!? " Gwen was the first of the two to recover, "They done a pretty good job so far. They've called out the SCU on the use of what they call excessive force." "Excessive force!? They turned the city into a fucking skeet shoot! What the hell were they thinking!?" MJ turned to Gwen before speaking, Gwen what about your dad? He couldn't have known about this right?" Gwen looked at the news currently being broadcasted on the computer terminal. "No, he would never be a part of something like this." Peter looked at the screen praying that Gwen was right.

….

**Police Precinct **

The entire ambush had been a disaster. Captain George Stacy stood in front of the Mayor of the city, a man who was currently screaming his lungs out at both Stacy and the commander of The SCU, Captain Brock Rumlow. Stacy had be n against the idea of the ambush, especially since it would be held close to the public. The event had quickly spiraled out of control when Rumlow had ordered the swat trucks and chopper to fire at their own discretion, which had lead to large city damage and the hospitalization of several civilians. Stacy glared at Rumlow who looked indifferent to the situation. Stacy had held a strong dislike for the man since he first met him. Rumlow kept his SCU members hand picked; this normally meant they were people who shot first without caring who they hit.

The rant given by the mayor lasted about twenty-five minutes. After the two were finally dismissed they both left the room. Rumlow turned to one of his lieutenants before speaking, "I want an ABP on Spiderman, put out a bounty if necessary we're diverting 75% of our manpower to this case as of now. I want this freak in a cell by the end of the month." Stacy looked at the man in shock, "Are you serious, we just blew a full on ambush that ended in the Mayor screaming in our faces and put over half a dozen people in the hospital, and you want to go after him now?" Rumlow turned to look at Stacy, "Our current objective is to apprehend a violent vigilante who is a threat to our city. We will do what needs to be done to catch him." "Really? Does that include shooting another group of pedestrians, or authorizing a city wide curfew or martial law!?" "You can make an omelet without breaking a few eggs." He then left the now speechless captain in the hall as he walked away

….

**Warehouse, Next day**

Peter awoke to the sound of the warehouse door opening, he quickly jumped to alert, trying to shake off the grogginess. He looked up to see MJ walking into to the work area. She was holding a bag of food, probably from some fast food restaurant. "Hey Peter, how are you feeling?" "Lousy…" Peter had the unfortunate luck of being grazed by several bullets during the ambush. His anger had outweighed his sense of pain, so he had never noticed till after he had calmed down. Although his healing ability was strong he still had several scars from where the bullets had touched his skin. His costume was slightly damaged, but some patch up jobs by the girls had made it look good as new. "Got you breakfast." She tossed the bag of food to Peter who caught it. He started to eat the contents of the bag and watched as MJ started to type some commands on their computer. She then looked up at Peter. "You don't have to blame yourself for last night y'know." Peter stopped eating his food and sighed. "Yeah I know that. If anything I'm furious at those police who just decided to open fire at anything in their sight." Peter got up from his seat and went to where he left his web shooters the day before. He continued to tinker with their workings trying to increase their range and rate of fire. He attempted to create a new formula for the webbing but he couldn't find a suitable reaction for the desired affect.

Peter continued to think this over before he asked MJ a question, "Hey where's Gwen?" MJ looked up at Peter then back at the computer before answering. "She said that she was going to speak with her dad about the whole ambush fuck up the cops pulled last night." Peter nodded his head in understanding. 'I really hope this isn't going to get worse.' Peter then went back to work on his equipment.

**Done! Man this was a long one, trying my best to advance the main plot. See you all next time!**


	20. Chapter 20

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Shout out to Highlander348, thanks for the ideas on the trackers and suit camera, hope you like what I've done with them. Bobywhy, thanks for the informative (although lengthy) reviews they help me to better understand some concepts as well as allow me to further explore my story, Harbinger of Kaos thanks for your suggestions as well (liked the nanite idea). To all of you listed and not listed thank you for supporting me, your reviews keep me going. **

**Hope you enjoy this chapter! **

**Chapter 20**

**Recovery**

**Baxter Building, 9:00 am**

Johnny Storm and Ben Grimm watched the morning news with scowls on their faces. They couldn't believe what the SCU had pulled last night. They had just fired on civilians in a botched attempt at apprehending Spiderman. When Sue and Reed had found out about this, Reed had to keep Sue from smashing the TV with a force field. The four heroes had decided to remain silent until the best course of action could be found. Reed at the moment was currently contacting the Mayor in an attempt to derail the SCU's violent actions. Johnny finally spoke up in outrage about the events, "This is complete bullshit! These guys are trying to paint Spidey as the menace when they blew up four city blocks with machine guns!" "You're right on that account matchstick. Reed and Sue are currently trying to rip the mayor a new one. But the guys getting some pretty bad publicity as it is, I mean first the crime wave, then those super villain attacks, and now the SCU going ballistic, guy ain't getting reelected at this rate." Johnny gave a snort, "Yeah, guys lost my vote already, and this Jameson guy too, what's his deal?" "He doesn't like guys in masks. Seriously you should have heard him harp on Ironman."

The two continued to discuss this until the door opened up to reveal a very pissed off Sue Storm, quickly followed by an angry looking Reed. Seeing Sue pissed off was something the team was use to, they all had their days where they wanted to break something. But seeing their team leader, i.e. Reed, with a scowl on his face meant something really bad happened. Ben stood up from his seat on the couch. "He won't reel in the SCU." Reed said (More like growled). He then walked past his team and headed towards his lab, "If anyone needs me, I'll be trying to find a way to turn arrogant assholes into a useable energy source." He then let the automatic doors seal shut, leaving his family in the living room. "Wow! I thought only Doom could make Reed so pissed." Ben said looking at the spot his best friend had been. "The mayor is to afraid that Spiderman is a menace to New York! He's letting people like Jameson and the SCU captain scare him!" Sue looked about ready to smash the TV (again) clearly pissed about the news story currently being played. Johnny recognized his sister's anger and decided to change the channel.

Sue sighed, "Man, It really makes you feel how much stress the guy has in his life at this point." Johnny and Ben both agreed silently.

….

**Triskelion**

Jessica Drew was pissed to say the least. First the mission she was sent on had been a wild goose chase, the target having fled hours before her team arrived, and the second she got back Felicia informed her that the NYPD's SCU squad had tried to gun down her brother with no regard for civilian safety. She was currently on her way to talk to Fury about the situation. She headed into the Trsikelion's main control room and saw Fury speaking into a head set before he threw it on the table. "Load of bullshit." He muttered. Agent Coulsen approached him from the side before he spoke. "Sir, the SCU is refusing all communications from standard law enforcement officers, and the Mayor is refusing to make a press statement." "Damn politicians. Keep an eye on the SCU's behavior, and check on the situations in Wakanda, se if we can open back up on negotiations." "Yes sir." Coulsen then walked past Jessica, after saying a brief goodbye, he then left the room.

"What is it soldier?" Fury said without even looking at her. "Sir! I would like to ask what happened in regards to the SCU's actions last night." Fury turned to face her before speaking, "The SCU staged a bank robbery to lure out your brother and tries to arrest him. When he fled they opened fire and turned four city blocks into a warzone. They're refusing to make any statement about their actions. They didn't kill him or capture him." Jessica sighed in relief. "What were those assholes thinking, shooting in a populated area!" "They're getting desperate. Spiderman doing a better job than they ever did. They want to eliminate him because they have no control over him." Jessica looked up at her mentor. "Is there going to be any punishment for what they did?" "The mayor is essentially pussying out of any liability on their part. They're blaming the mess on your brother. The SCU doesn't fall under normal police jurisdiction. They have a large leniency policy with collateral damage." Jessica looked at the ground before deciding to leave. "Don't do anything stupid Jess." "I hear ya." She then exited the control room just as Natasha Rominoff entered the room. "Conversation didn't go well did it?" Fury didn't even look back to answer. He then stepped forward to a terminal and typed some commands before speaking. "It could have been worse." Natasha stepped towards Fury to view the data he was currently overlooking. "New potential recruits? You intend to put Jess, Felicia, and Spiderman on this roster. Are you sure they're ready?" Nick looked up from the screen, turning to face his best spy. "Maybe not now, but they will be, there are more candidates to look over.

Fury then stepped away from the terminal and headed out of the room. Natasha paused in the control room for a moment before leaving to follow her leader. She met him in the hallway as they walked down the corridor of SHEILD. "Trask wants to set up another meeting with the council and you. He says his new sentinels will be far more effective in dealing with mutants." Fury continued walking as he replied, "By dealing with him does he mean exterminate them? Cause so far his first models are fine with containing and immobilizing them. We don't need to eradicate them. He doesn't seem to understand that notion." The woman known as the Black Widow added her own thoughts, "I did some more background checks on the people he is associated with. Each one of them has at least participated in anti-mutants protests or has some form of grudge against mutants. We can't trust Trask to develop Sentinals anymore. If he does, he'll build them to kill all mutants!" "That is not going to happen!" Fury's outburst made Natasha jump, or it would've if she weren't so well trained.

Fury looked at his top espionage expert. "As long as I am director of SHEILD, as long as I still have a voice with the council, no one will be using our resources to start a massacre. I won't let that happen." He then continued to head down the hallway, Natasha smiled at his comment. She then followed after her director.

…

**Xavier Institute for Gifted Youngsters**

Kitty Pryde looked at the news reports in disbelief, Kurt sat (Perched) on the edge of the sofa, eyes glued to the TV. Professor X rolled into the room to see his students watching the news. Noticing their expression she asked what it was. Kitty and Kurt both turned to him before Kitty spoke. "Professor their blaming Pet-Spiderman for the destruction the SCU caused!" Charles eyes momentarily widened before he turned his attention to the news. "This is troubling…" "Yeah, kids basically enemy number one for those fuckers." All eye in the room turned to the newly arrived Wolverine. "Logan! You know he's a hero!" Kitty spoke up. "Yah! He saved our lives! And besides the SCU is no friend to anyone with powers, mutants or otherwise." Kurt's comment made Kitty nod her head in agreement.

"Whatever… guys gonna need to watch his back more carefully now." Logan left the room ignoring the glare from Kitty and Kurt. The professor looked at the news, his brow creasing. "I'm sure our friend can handle himself, I gave him info to get in contact with us if he needed help. But at the moment we can't get involved. All we can do at the moment is wait and watch." What's going on?' The voice came from a young red haired woman who entered the room, followed shortly by Scott and a woman with short white hair. "Jean, Scott, Orroro, we were just discussing some troubling news about our masked ally." "Spiderman? Is this about the SCU ambush that took place last night?" Kitty and Kurt looked at their field leader in shock. "Heir Cyclops you knew about zee ambush!?" "Kurt they had a live feed of it last night. Well about 15 minutes before the news chopper was forced to land. Probably by the SCU." "So our new friend is the latest target of those so called enforcers of justice. Is there nothing we can do to help him?"

The professor looked at the TV screen before he looked at his students. "I'm afraid at the current junction we can do nothing. Otherwise we risk the involvement of other mutants. If the situation progresses further then we will intervene, but for now we must hope that Spiderman will resolve the situation on his own." The other students agreed reluctantly. "Man, please be safe Peter." Kitty whispered under her breath.

…

**Hell's Kitchen **

Matt sat at his desk with his best friend, Foggy Nelson, listening to the TV's news report about the SCU's ambush. "Can you believe this Matt? These goons are trying to pin this on that new vigilante guy." Matt sat in silence, mulling over what to do. "Those SCU guys have been the source of several problems, especially in low income areas. They're trying to boost their credit with the city, although most people will realize there lying about who caused the damage." His friend nodded in response before pulling out some papers to review for the duo's upcoming court case.

Matt wracked his brain son how to help his friend. The most practical would be to help Spiderman as Daredevil, but the SCU might manipulate the action to further discredit his friend. Helping Peter in court would prove difficult in a court; the SCU seemed to have a strong grip on the city. There was even some evidence that linked them to the King Pin, but nothing that would hold up in the courts. 'Stay safe Peter.'

…..

**Warehouse **

Gwen arrived about two hours later looking exhausted and pissed. Peter and MJ opted to not ask about the situation. Instead all three teens sat in silence working on individual projects. For Gwen and MJ it was the software and hardware for a micro camera that would be installed in the spider symbol on Peter's costume. Peter was finally making progress with his web shooters. He had completely overhauled the design and restored it to brand new models. His new shooters were silver with a glowing oval on top of the wrist; the armor covered both his wrist and his upper arm. He had also designed them to have an emergency supply of webbing in case he ran out and couldn't reload them manually. They were now set with three different types of firing. One was the standard web shots and zip lines he normally used, the second was a wider array used to create larger and thicker webbing, and the third was completely new. It was a special type of webbing that could only be fired in dense shots; they were essentially compressed webbing that had a massive increase in density and impact. Any one hit with it would not only have a couple of broken ribs, but they would also be sealed behind webbing as strong as concrete, and as flexible as chewed gum. The webbing dissolved after about an hour, but for Peter it would be incredibly useful.

He had also created a new weapon entirely. He utilized the impact webbing but set it inside compressed capsule similar to his web cartridges. Unlike the cartridges however, these ones could be armed like explosives. They would detonate and release a torrent of impact webbing. He stored these on a small belt he had recently equipped on his costume. He also took the liberty of turning his tracking system on his costume into several small trackers of his own, with them he could pin a target and track them up to fifty miles away. Peter couldn't wait to try out his new gear, but knowing the danger the SCU posed, Peter knew he couldn't just go out on patrol like usual. He had to rely on Gwen and MJ's camera system to keep him in the loop.

After double-checking his equipment and new arsenal, Peter put his suit on under his clothes. Gwen and MJ had almost finished a new radio scanner to pick up the SCU's radio transmissions. The ambush had tipped the team off to the fact that the SCU had a separate radio channel then the regular cops. "How's it going guys?' Peter asked his tech group. "What? You mean the software? We were finished with that about fifteen minutes ago." MJ's response made Peter's jaw drop. "What!? Then what were you two doing for the past fifteen minutes?" Gwen answered his question this time, "We were checking out some online blogs about you." "People have started a blog about me?" Peter asked feeling a little flattered, although he quickly deflated this notion after realizing they were talking about people who were being fed propaganda about him by the Daily Bugle Online. "Yeah, you have quite the mixed fan base. Half of them love you, about a quarter hate you, and the rest are rather indecisive." Peter was surprised at the turn out. he didn't expect that many people to actually like him.

"Well that's certainly surprising. I was sure more people would be against me." Gwen and MJ gave Peter a disappointed look. "Peter, after all you've don you think people would hate you, you're a hero!" Peter didn't know how to respond to the girl's support, so he decided to remain silent. He walked over to his workbench and saw one of his devices he had still been working on. It was a new lock he had made to seal up his underground lock. If the incorrect sequence was entered, the lock would detonate with a specialized form of impact webbing. This type was designed to last several days instead of dissolving in an hour. Peter's reluctance to use it was because the specialized reaction also had the unfortunate side effect of eroding organic compounds found in organic life. If any of it touched human flesh it would burn through faster than acid. This made it useful as a booby-trap, but not as a crime fighting tool. With nothing else to do, Peter went down to his lab an installed the device onto the wall. The device was as large as a car battery. He planted it on the wall where he drilled it onto the doors frame. He had equipped it with special motion sensors; if the door was to be ripped or puncture it would go off.

After about thirty minutes of installing his web bomb, he ascended the stairs to see Gwen and MJ setting up small cameras around the warehouse. "Security cameras? That's a good idea." Gwen smiled at Peter's compliment, "Yeah we also set up some motion sensors outside the property." MJ then continued from there, "We set up some 'defenses' around the area too. Curtsey of Gwen." "Dad Really needs to keep his closet door locked." MJ then continued. "Nothing seriously lethal, some flash bang tripwires, some Taser traps,…oh and a pepper spray system near the front doors." Peter whistled clearly impressed with their thinking and ingenuity. "You guys seriously rock, I could kiss you." Peter walked past them to check out how the camera set up was. He never noticed the small blushes forming on the girl's faces.

Peter's phone then rang. He picked up his cell and saw the caller ID: Jessica Drew. He quickly answered his phone; he was met by a barrage of questions from his sister, ranging from concerns of him being both physically and mentally all right. After answering those question he listened to a full three-minute rant of how stupid and asinine the SCU was. "Jess, calm down, I'm fine…put you on speaker phone, hold on." He then walked over to the computer terminal and plugged his phone up to an amplifier so everyone could listen. "Ok Jess your good." "Alright! So how are the sidekicks doing?" at this comment Peter could feel the hatred from the Stares of Gwen and MJ. "I'm kidding by the way, but seriously is everybody ok?" The girls calmed down enough to recognize Jessica's sincerity and they responded to e question. "Were a little shaken up but were holding strong." "That's good to hear. You should know that SHEILD is pissed at both the mayor and the SCU. The ambush was a disaster. Several people are in the hospital and the SCU refuses to comment on the event. Were currently looking for ways to punish them for this, but they don't fall under normal police/city regulations. They're almost like mercenaries during war, not accountable for their actions! It's a load of shit!" Peter nodded in agreement, "Yeah I hear ya Jess, look if there is anything you an do about it please do it. They're out of control." "No kidding!" Jess responded. "My friend frequents some underground dens for criminal info, and she says the SCU are cracking down on everyone who so much as looks at them the wrong way. They're one step away from activating martial law. You guys be careful now." "We will. Thanks for the heads up Jess."

Peter then hung up the phone and looked at his friends. "Well, guess we got to be a lot more careful this time around." The two girls nodded in response. Peter then went over to his mask, which he had left off for the time being, he then checked over the devices he had installed in them. Two radio devices as well that would keep him in contact with his team in weak signal areas, as well as amplifying/defining sound. He had also lined the inner portion of the top of his mask with ceramic panels. They were durable and flexible, but they mainly served to prevent intrusion by telepathy. He slipped his mask into his clothes and got ready to leave the warehouse. He had called Dr. Octavius's residence, but he only got a voice machine. He decided to stop by his house.

…

**Octavius Residence**

Peter arrived outside the doctor's apartment he knocked several times, but no one responded. Using his enhanced sense he heard not a sound. He looked down at the welcome matt and saw what looked like scuff marks. Feeling a bit suspicious Peter used one of his claws to twist the lock open. He walked into the apartment cautiously, using Kraven's teachings and his enhanced senses. He stepped into the living room and saw a large crack in the wall adjacent to the room. It appeared as if something or someone had been thrown into the wall. He examined it and tried to search the room for clues. He found very little evidence to support anything definite, except that he hadn't been in his apartment for at least a few days. He looked around for any other evidence, but he found none. He left the apartment after locking it and headed down the street. If the Doc was missing, something must have happened. He walked down the street back towards his house to check on his aunt. He was starting to worry that things in New York were about to go haywire.

….

**Oscorp, Osborn's Office**

Norman Osborn sat in his office reviewing all the data pertaining to project OZ. He was receiving large pressure from several members of the board to proceed with testing the new version of the OZ formula. He looked at the file that housed a picture of the OZ formula, glowing green ooze held in a large glass vat. He turned his attention back to his work. About a minute passed before his office phone was buzzed. He heard his secretary, Linda, speak. "Mr. Osborn, Dr. Michael Morbius is here to see you." "Let him in." About a minute passed, a pale scientist with black hair and blue eyes then opened his office door. He was of a slightly lanky build, he was shorter than Osborn, but he had an air of confidence about him. He walked to the front of Osborn's desk and stood there.

"Is something wrong Dr. Morbius?" Osborn asked while still reviewing some of his work. "Sir, I think there has been a problem." At that news Norman looked up at the scientist. "Explain." He said. "Sir, Dr. Connors had not reported in to work for the past three days. He has filed no time off and he isn't answering any of our calls. We had someone stop by his apartment but it was vacant. The tenants also say his family hasn't been there for a few days. All in all its sounds very suspicious, I came to seek permission to submit a missing persons report." "Request granted, give the police all the pertinent information, but leave out any info related to Oz programs." The scientist nodded his head before leaving the room. "This can't be good." Norman muttered to himself.

…

**Mayor's Office **

The mayor of New York walked back in forth in fear. He was in to deep with Rumlow's scheme. He had been blackmailed into approving the ambush. The SCU captain had evidence of him embezzling from the city. If news got out his political and social life were ruined. The captain then ordered him to give the SCU extreme powers in New York's boundaries. He was essentially Rumlow's bitch. He was currently waiting for Rumlow to arrive in his office to give him more instructions.

The door to his office opened and in walked the SCU's notorious captain. Rumlow stopped in front of the mayor. "I want extra men on my squads, get me personnel files on all the police in our department. I want to know who would make a good edition to my team." The mayor nodded and called his secretary on the phone, he told him Rumlow's order before hanging up. "Captain don't you think there's another way to do this then blowing up our city?" Rumlow looked at the mayor before speaking. "This city is being poisoned by freaks out there in our streets. They are a cancer that needs to be cut out, and my team is the only group of surgeons qualified to operate on it. Those mutants, super humans and vigilantes will be cut down and thrown six feet deep in some graveyard where they can rot. This is my city, and I refuse to let them have its. Spiderman will be the first to fall. Do as I say and never question me again, or else your little embezzling crimes will be leaked to the NYPD, see where your career goes then. "

Rumlow began to exit the office when he stopped. He turned around to face the mayor before speaking again. "I also want Stacy out of the way. He is an annoyance and a sympathizer to these freaks, I don't care what you have to do, but get him out of the way." Rumlow then proceeded to leave the office to carry out his own nefarious plans. The mayor collapsed in his seat in shame and fear, mostly the latter.

**Another chapter done! Sorry if you were hoping for some more action, but I have helped to develop the plot for the finale of the first arc and it will be huge! I also hope you enjoy some of Spidey's new toys, they'll be seen a lot more in later chapters. Please review and fav! **


	21. Chapter 21

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Enjoy!**

**Chapter 21**

**Tests**

**Underground Lab**

Dr. Curt Connors walked down the hall of the labs his deranged colleague had trapped them in. They were confined to two places. Connors and Octavius shared a large room, but they couldn't leave it until told to go to the facilities lab at their captors command. Otto was furious and had tried to sabotage several experiments in the lab, but he was met by several guards beating him. Connors tried to aid his onetime friend but was threatened with the death of his wife and child. Otto and Connors hade been put into surgery and had been tagged with trackers in their spines. They were designed to explode upon exiting the building without the right disbarment code. Curt had also learned, to his horror, that his family was also tagged with the devices. When Otto learned of this he ceased all attempts to escape. They had been forced to experiment on hundreds of animals, ranging from small rats to Komodo dragons. Their old acquaintance was continuing the genetic experiments they had theorized years ago when the Parkers had still been alive.

The head scientist strode into the room looking at his former colleagues before redirecting his gaze to one of their successful test subjects. It was a large humanoid like creature that stood hunched over. It had orange muddy fur and long claws. Its teeth were sharp and resembled a rat's, as did the tail the creature sported. "Well Vermin? How do you feel?" the creature snarled back at him in return slashing at the glass container it was caged in. "I give it life and it tries to attack me. I believe that is called being ungrateful. Wouldn't you say Curt, Otto?' His two fellow scientists looked at him in disgust. They quickly went back to their work as the scientist merely grinned at them. He walked past another tank that held the Scorpion, heavily sedated and being embedded with control chips in his nervous system. Another creature that resembled a large iguana like creature was undergoing the same procedure.

"Hmm… the wonders of science! Is it not fascinating seeing gods creations be remolded by the hands of the new gods? You two should really be thanking me. Otherwise you would have missed out on such a wonderful offer." The head scientist ignored the glares he was receiving from his captives. The door to the lab opened to reveal another scientist much younger than the current one. "Sir we attempted to implant the control chips into the creature but it continues to reject them." The head scientist sighed, "You foolish imbeciles can't even understand the basic concept that the creature rejects all objects not compatible with its genetic lock." The younger scientist looked belittle before he spoke up. "Sir if we just had some of Dr. Parker's notes we cou-" He never finished his sentence as he was shot in the stomach by the head scientist, now wielding a gun. The scientist collapsed to his knees in shock, gripping his stomach in pain. The head scientist walked towards the young scientist before standing over him, gun readied to the man's head. "Never mention the name of that worthless excuse of a scientist. His name is a blasphemous slander in my presence!" he then pulled the trigger shooting the man in the head. The body crumpled to the floor as blood splattered onto the face of the head scientist who did not look the least uncomfortable. He then holstered his weapon and strode out of the room, leaving his two shell-shocked captives behind him.

….

**Warehouse**

Peter readied himself for his nighttime patrol, checking his equipment and suit. He quickly Left the warehouse and swung out into the city. He did his best to stick to the shadows the buildings created and made sure to keep out of sight. He needed stealth for his patrols, as he couldn't risk being attacked by SCU troopers. Taking them on was no walk in the park, but Peter knew he could handle it. But it was his fear of more innocents being hurt that he was truly concerned for. He doubled check with the girls, making sure that there were no SCU units in the streets. "There are no swat units on the streets, but they may be hiding in plain view like those robbers." Gwen's response reminded Peter of that fact. "Yeah, I hear you." He then swung into the night again. He landed on the tallest building near his previous location. He then looked out on the city. He then picked up a police transmission relating to a large shootout between to gangs.

"Peter, it could be another set up. I mean they could have the normal cops working with them!" "I know MJ, but I can't take the risk of it being real." He then leapt from the building and swung towards the area of the shoot out. He landed near the scene and saw that it was true. A large shoot out was present in the streets. Spiderman saw a large group of thugs dressed in yellow and red jackets firing several bullets at each other and any cops attempting to stop them. He saw several wounded police officers on the ground. They were in the middle of the firefight. Peter leapt onto one of the cars. He looked down to see two officers taking cover behind the vehicle. The two police looked up at him in shock. "What do you want an autograph?" Spiderman said. He then leapt into the firefight using, kicking and punching any thug that got in his way as he headed for the downed police. He finally made it to the small group. On closer inspection, Spiderman noticed only two were injured, the third was keeping pressure on their wounds. He saw Spiderman and immediately went for his gun. Peter grabbed hi hand and pushed him against the door of a car. "Listen! You can try and shoot me or arrest me, which will most likely end with you in a coma, or I can help save your life and the lives of your buddies! Your call jackass!" The policeman looked at his comrades before answering. "Save them." Peter nodded his head and quickly fired two web shots on the wound of the officers. The webbing would help to prevent bleeding.

He grabbed both officers and motioned for the third to follow. He then threw up one of his new web grenades. It floated in the air for a moment before falling about two feet and detonating. Strands of impact webbing gushed out snaring several thugs and forcing the others back. Spiderman took this chance and dashed across the battlefield with the two officers on his shoulders, the third following close behind. He finally reached the destination he had hoped for, i.e. the police car outside the line of fire. He set the wounded officers down. Noticing the shocked looks from the previous officers he issued several orders. "Get these guys to some paramedics and clear people form the streets." Noticing that the officers hadn't responded to his orders he decided to shout them. "Get Them! Out of here! Now!" His harsher tone jolted the officers to attention all five officers left the area ushering people away as they retreated.

Spiderman looked back at the miniature turf war being raged by the fifteen remaining gangsters. He jumped into the battle utilizing his new impact webbing; he shot several of the gun-toting bastards. He then unleashed his mechanical arms to swat away a group he had landed in the middle of. Spiderman punched another gangster sending him into the windshield of a car. After about a minute Peter had completely subdued the gang war. He then heard Gwen's voice on his communicator. "Pete you got to move! SCU caught wind of your little brawl and are heading your way!" Peter grimaced at this, but instead of fleeing for his life he asked Gwen a question. "Gwen? Where are they now?" "They're heading down Brookstone lane. Why?" "I'm gonna say hello." He then leapt into the air firing web-lines to propel himself towards his oncoming adversaries. He swung onto another building and clung to its surface. He saw a chopper and several SWAT vans heading his way. Before the hopper could spot him Peter fired off one of his impact webbings to jam its front gun. He then leapt onto the chopper door and webbed it shut, preventing any trigger-happy SCU troops to from firing their rifles out the side. Spiderman then crawled to the front of the chopper getting eye-to-eye with the surprised pilots. He gave them the finger before leaping onto an adjacent building. The pilots had regained enough composure to aim their sight on the wall crawler, but as they pressed the trigger to their mounted machine gun, they were met with a powerful explosion as the large gun backfired on itself due to the webbing.

Peter watched as the helicopter struggled to remain in control before crashing down onto the streets below, to Spiderman's relief, the streets had been cleared the second people has saw SCU vehicles rolling down the street. Peter leapt from the building and onto the first SCU truck. He unleashed his mechanical arms and had them tear through the vehicle's roof. He then dropped a web grenade into the space below. He jumped onto the next truck behind it before the men inside could fire on him. He saw the truck swerve and crash, likely from his web grenade. As he perched on the top of SCU truck his spider sense went off like an alarm. He rolled over from the spot he had been in just as several bullets ripped through the metal. Apparently one of the drivers had heard Spiderman's landing and used his handgun to shoot through the roof.

The trucks all pulled to a halt and their contents, the SCU troops, filed out. They all aimed their weapons ready to fire at the masked vigilante. Peter was about to unleash another web grenade to act as a shield, but a loud propulsion noise was heard before several blue energy beams slammed into the squadron. Several men were sent careening into cars and trashcans. Peter watched as a man in metal, red and yellow armor landed in front of him. Ironman stood in font of the young vigilante before he spoke. "Hey kid. Quite the reputation you got with the cops huh." He then fired two arm rockets into an empty swat van. The projectiles slammed into the vehicle before a large explosion rocked the area.

Shaking off his surprise Spiderman asked the million-dollar question. "Why are you here?" Ironman turned to fie another energy blast at a group of troops. The blast sent them hurtling back several meters before slamming into their car. "I saw you stop that gang war, figured you might need help with these assholes." He said this while grabbing one SCU trooper and threw him into another of his comrades. "Yeah well I appreciate the help, won't this hurt your reputation?" Spiderman punched a trooper before delivering a round about kick to another. Ironman laughed under his helmet. "Please, you think I care what these SCU guys think of me? They're a group of trigger-happy psychopaths." By now a large squadron of armed SCU men had surrounded the area. "Well this this is great! You got anything to get us out of this one?" Spiderman asked his armored compatriot. "Yeah, cover your ears." Peter immediately activated his sonic buffers in his com-link. Just as he did, Ironman helmet revealed to small devices underneath the mouth of his helmet. He let out a loud bellow that fired off from the helmet into the surrounding area.

The device he was now using was a sonic amplifier, it took any sound Ironman created and amplified it to the point it could be used as a full blown sonic weapon. In this case he used the frequency of his voice to act as a sonic shockwave. The blast wave shattered all the glass surrounding the two heroes as well as causing all the SCU troops to grip their heads in pain. The sonic attack finally subsided, leaving a large group of severely disoriented SCU troops. "Well, that was …loud." Spiderman said. "Yep it's a neat little trick. Anyway, we should probably book it out of here before more arrive." Spiderman agreed and fired a web-line and swung away from the area. He saw Ironman take off in the opposite direction. He swung for around ten minutes before landing on the roof of a building. He looked out over the city before he contacted MJ and Gwen. "Hey guys how did the video feed come in?" MJ responded to him first. "Well it was a little blurry considering how fast you were moving during the fight. We did catch your little team up with Ironman though." Gwen then spoke up, "So made another friend?" Peter sighed, "I guess so. Anyway what about any other problems? Robberies? Anything?" "Nothing as of yet. I think your little brawl with the SCU scared some people off the street." Peter sighed knowing that his night patrol was probably over.

"Alright, I'm on my way back. Hang tight." He then jumped from the roof and swung back towards his hideout. He thought over the actions the SCU was taking towards him. 'They see me as a threat! That's why they're trying so hard to take me down. They 'll lose all support, especially with their methods.' Peter now finally understood the problem that he was to the SCU. 'Well they can either get with my program, or turn in their badges.' He then landed near the front of the warehouse. He was about to head inside when heard gunfire from a few blocks down. He quickly web-swung to the area he had heard the shots originate from. He closed in on an empty ally and saw something terrible. He found a corpse half eaten, and still fresh. He saw several bullet casings lying on the ground. He saw a small trail of blood leading towards an open sewer main. "Well this can't be good." Peter said. "Peter what's going on? Your heading away from the warehouse." "Gwen, hold on to that question for a sec." Spiderman dropped into the sewers, using his enhanced senses to see through the darkness. "I found a body, badly chewed, in the sewers hunting whatever did it." MJ spoke up next, "Well use the cameras night vision to see ahead as well." Spiderman slowly crawled onto the walls of the sewer to give himself a better vantage point.

"Man this thing knows how to lose a tale, I can barley make out any sense or evidence of anything being down here." MJ responded to his complaint with some news. "Peter cameras working fine but even thermals not picking up anything." 'Shit' Peter thought. "Gwen, MJ, arm the warehouses defenses. Whatever this thing is, I want you guys away from it and safe." Defenses are armed and so are sensors. We'll be fine Peter, now go get that thing!" Gwen's reassuring tone helped boost Peter's morale in this moment. He dropped into another tunnel and snagged himself with a web-line, making him hang upside down in the open area. The tunnel seemed to be a large spillway with several other man-sized pipes leading in different directions. Peter decided on a new course of action. He fired a web-line into a tunnel before firing another line, and then another. He kept firing web-lines making sure to keep hold of each individual one in his hand. He did not stop until each tunnel had a web-line attached to each one. He then connected all the webs before making a small bedding of web to stand on. He looked at the large spider-web he had just made. Now any vibration he felt from the webs would lead him to the murderer. He sat on the web, waiting patiently for the slightest vibration to occur.

His patients finally paid off in the form of a web-line being pulled. Peter looked at the web and saw the line leading into the tunnel nearest to his right. He began to crawl on the line, with both speed and grace. He kept crawling for about a minute until he saw a large swarm of rats. Normally this would be overlooked, rats did live in the sewer, but this time it was not normal. Instead of a few large rodents there was a literal swarm, all heading towards the tunnels exit. Spiderman crawled on the wall before he spoke to his technical aids. "Girls, where am I headed?" There was a lack of response before he got an answer. "According to your tracker you are heading…hear?" "What!?" he exclaimed, fear gripping at him. "That's what it says!" MJ's info made Peter cringe in fear, but he swallowed it and spoke. "Make sure you guys are safe, I'm on my way." With that said, Spiderman dropped onto the sewer floor before sprinting down the tunnel.

…**..**

**Warehouse**

MJ and Gwen were now busy at work checking and rechecking the warehouse's sensors and defenses. "Anything new on the monitor?" MJ asked a little worried. "Nothing new, but…wait something new is coming! It just set off the motion sensors! And It's not Peter." Several loud pops were heard, signaling the stun bangs had been set off. Several moments later a large banging noise was heard. The girls looked at the warehouse's door to see it being dented. Several claws pierced through the door. Slowly the metal walls were peeled back to show a sight so revolting Gwen and MJ almost puked. The creature finally ripped off enough of the door to walk through.

The creature looked like a man crossed with a rat, from the jagged front teeth to the long tail. It was large, muscular, and bloody. The remains of its earlier kill still fresh on its maw. The creature snarled as it saw it new prey. Gwen and MJ stood back several feet, trying to distance themselves from the monster. It lunged toward them, but it was met by two wires being launched into its hide, the stun guns wires buried themselves in the creatures hide before delivering an amplified blast of electricity. The creature staggered for several moments. MJ looked at Gwen who held the Tasers remote. MJ took this as an opportunity to go for an old pair of Peters web shooters (the spares he keeps) She then took aim and fired a blast of webbing at the monster. The blob of webbing struck the beast dead on further slowing it. The creature however soon began to stagger toward them rather menacingly. Gwen and MJ took several more steps backward until a crashing noise echoed through the building.

Spiderman smashed through the warehouse's roof window and delivered a solid drop kick to the rat creature's skull. The beast staggered backwards growling in pain. "You guys ok!?" Peter asked clearly distraught that his friends had been in danger. The girls smiled in relief before MJ responded. "Yeah, at least we got to see the warehouse's defenses work!" Glad to see they were in good enough shape to crack jokes, Spiderman turned his attention back to the monster. By now it had freed itself of its prison and was now poised to strike. "Come on you oversized rodent let's end this!" As if agreeing with the wall-crawler the beast snarled and began its attack. Peter dodged the first couple of strike but the final one grazed his side. 'Guh! That stung!' He then delivered a harsh kick to the monster's chest. The blow cause the oversized vermin to stumble back. "Alright you big vermin let me show what happens to ugly ass monster's that attack my friends!" Peter then lunged at Vermin, tackling it to the ground before delivering a powerful blast of electricity into its body.

The beast howled in pain before slashing at Spiderman in an attempt to kill him, the red and black vigilante was to quick and managed to dodge. The beast seemed to figure that it was out matched and ran to the hole it had made in the warehouse and sprinted into the streets. "I got to go after it! Track it through the city's cameras!" Spiderman jumped into the air firing several web-lines to gain speed to go after Vermin. He then looked into the streets and saw groups of people fleeing for their lives. He saw Vermin dashing into the streets, leaping over cars and plowing through anyone that got in its way. The monster then headed toward a manhole in the middle of the street. Spiderman swung into action slamming the creature in the chest, this made Vermin fall flat on its but as it snarled at its attacker. The beast tried for another claw swipe but was met with a shot of impact webbing to the face. Peter was about to strike it again when the sound of choppers was heard down the street. Two choppers were headed toward the battle; one was a news copter while the other belonged to the SCU. The news chopper stopped several block away from the scene to avoid being dragged into the fight. The SCU chopper however didn't. The helicopter headed for the battle and began to fie its gun at the duo clashing in the street below. The bullets riddled the streets and car surrounding the battle.

Spiderman dodged the incoming projectiles but Vermin wasn't so lucky. The rodent like monster was pelted with shrapnel, tearing and mutilating the creature. After the dust had finally settled, all that was left of the creature was a bloodied body. **"Chopper 289 to command the creature had been neutralized, moving to primary target." **The helicopter's gun leveled it self at Spiderman who dodged the hail of bullets that followed. He landed next to Vermin's corpse. Before he went on the move he noticed the dead body moving. To Peter's shock he realized the monster was regenerating its body. Its torn and bloodied limbs began to regrow as did the organs and skin. Soon the creature was at its prime, snarling and growling once more. The chopper seemed to have picked up on this as well. **"Captain Rumlow secondary target is still active! Repeat! Secondary target is still active!" **It took five seconds for the pilot and gunner to receive a response from their commander. **"You are to reengage both targets with extreme prejudice. Collateral damage is acceptable, but make sure to eliminate them both, primarily Spiderman!" "Roger that!" **The chopper once again leveled its gun at two super beings. Before it could fire however a large blast of green fluid struck the chopper's side.

The liquid began to eat away at the metal door. The chopper and gunner were shocked by this event and barely managed to avoid a second blast before deciding to retreat. Spiderman whirled around to see the vehicles attacker. A sight he thought he would be seeing again, a large green creature leapt from the roof it stood on and landed on the street below. Mac Gargan or better known as the Scorpion stood face to face with Spiderman and Vermin. "Mac!?" Peter was surprised to say the least. "How are you …" he never got to finish his sentence as he was forced to dodge an incoming blast of venom from his first super powered adversary. Vermin tried to charge at the Scorpion only to be stabbed in the torso by the monster's tail. The acidic spike began to eat away at Vermin's innards. But the Scorpion didn't stop there; it used its enlarged claw to grip Vermin's neck before squeezing. Spiderman cringed as he heard the inevitable snap. Vermin went limp in the creature's grasp.

Scorpion then turned its gaze back on Spiderman for a moment before flipping over a car. The car was aimed toward the masked vigilante, who nimbly dodged the attack. He looked back to see that both Scorpion and Vermin were now gone. "MJ, Gwen find out where they went!" "We can't!" MJ"s response was not good news. "Peter all the city's cameras are blacking out! We're sitting here blind! The only feed we're getting is from the suit camera." Gwen's explanation didn't help Peter's mood. 'Shit!' he thought. He quickly fired another web line and proceeded to swing away. He landed near the warehouse's front doors, which were still wrenched opened. He proceeded inside to find MJ and Gwen cleaning up the mess Vermin had caused.

Peter walked into the area and looked at his friends. They seemed completely fine, if just a little shaken up. All in all they seemed fine. "Are guys sure your okay after what happened?" Gwen responded to his question first. "We're fine, thanks to you and the traps." "Yeah, those things really made a difference." MJ finished. Peter sighed in relief. He then started to aid in the clean up, most notably fixing the door by bending it back in place. The whole time Peter was worried on how the Scorpion was related to Vermin. 'It was like he was trying to capture that thing. They both seem to be genetic experiments, but Vermin seemed to be more animalistic. Maybe he was never human to begin with. If it's the same guys that made Mac into the Scorpion, I swear I will beat him 'til he's a bloody mess on my fist.'

…

**Underground Lab**

The scorpion landed in front of the head scientist clutching the now immobilized vermin in its grasp. The head scientist seemed to smile at the outcome of tonight's events. "Well done Scorpion, and you as well Otto, Curtis. The neuro-inhibitor has given us near complete control over the cross species subjects." The head scientist's compliments were met with cold glares from his two captives. The devices they had implanted in several of their subjects had yielded exceptional results. With the neural implants the scientists could exert better control over their bioweapons. The head scientist noticed the glares from his two colleagues, but he seemed to ignore them. He walked forward to the broken form of Vermin. He bent down to be face to face with his creation. "Vermin, you are quite the uncooperative little specimen, the rebel if you will. But no matter you will soon cooperate. Prep him for the neural-implant."

The head scientist began to walk away bur he stopped just short of the door. He then turned to the guards that stood by the exit to the lab. He said in a near silent voice, "Prep Conners and Octavius for the new programs. Have them both implanted with the neural inhibitors." The guard nodded. The head scientist then left the room, leaving his dirty work to his armed guards.

**Phew! Another chapter don! Sorry for the wait, I was taking care of some other business! Hoped you enjoyed this chapter. **

**Oh and I realized that I forgot to post the link for the Spiderman costume: . **


	22. Chapter 22

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**For images of the Lizard: fs70/PRE/i/2013/094/8/2/killer_croc_by_ **

**Enjoy!**

**Chapter 22**

**New Trouble**

**Oscorp Labs**

Peter thought he would have more pressing matters to attend to instead of sorting through a pile of files that didn't even have anything to do with his usual workload. About a week had passed since the Vermin incident. While the SCU had only increased their attempts to catch Spiderman, things had bee pretty normal. Well, almost normal. Several disappearances had been occurring throughout the past week. Any leads that the cops or Peter had picked up all lead to dead ends. They wee at a loss. Most of the kidnappings had been either homeless people or those who were in low-income areas. He had brought this issue up to Matt, but even he couldn't find any leads. All in all it was frustrating. His duties as Spiderman had only been getting more complicated. Last night he had another masked run in with Adrian Toomes a man who called himself the Vulture. After he had slammed him into the roof the SCU had tried to arrest him (Again) but failed.

The day had been pretty normal, until they told him he had to deal with this. Truth be told it wasn't that bad. He just had to archive the digital files to make sure that they were all put in the right place. He found an interesting amount of old records but with his time short (He wanted to go on patrol as soon as possible), but work had to come first. He finally finished his work about an hour later. He began to leave when he noticed Harry walking by in the hall. He hadn't scene his friend in some time, "Hey Harry!" He called out. Harry stopped and turned to see his friend standing before him. He smiled and walked over to his friend. "Hey Peter, how have been?" Peter shrugged his shoulders. "Eh…so so, been meeting some new people, not all pleasant."

Harry gave a lighthearted smirk. "Try talking to the board, I can see why dad gets so stressed." "They're douche bags huh?" Harry nodded his head. "I was on my way to drop off some work to y dad. I'll meet you down in the lobby in like fifteen minutes." "Sure, meet you there." Peter then headed toward the elevator as his friend walked towards the next lift up to the top floor. Harry walked off the lift and into the front part of his father's office. He saw the receptionist and spoke to her. After a minute of casual conversation she informed her boss of his son's presence. About five seconds passed before there was a response. "Let him in." Harry walked into the office with his files in hand ready to drop them off and leave. "Hey dad, here are the annual reports, including board and personnel statements." He handed the file to his father. "Thank you Harry, I appreciate your help with the company." This comment made Harry smile, but he could tell his father was still stressed. "Dad is everything ok? I know the board has been putting a lot of pressure on you in regards to th-" "It's not that, we're having a bit of personnel problems in the labs, its no gigantic issue so don't worry about it." Harry looked unsure about his father's response, but he decided not to press the matter.

Harry began to walk towards the door but stopped before opening it. "Just remember dad I'm here for you if you need me." He then let the door close behind him. Norman smiled at this before he looked back at the info on his computer terminal. The new OZ formula had been yielding promising results in wake of Conner's recent disappearance. Osborn had been hard pressed about the issue from several board members. Especially from one Robert Kingsley. The man had muscled his way onto the board, and it was no secret how much he and Norman disliked each other. The man was ambitious and greedy, Norman couldn't say he wasn't like that when he was younger, but he had matured through his experience and the mentor ship of his benefactor Mendel Stromm. Unfortunately, his mentor hade been killed in an accident several years ago. Norman new you needed to be ambitious to survive in the business world, but you also needed at least a base of morals to keep your own ambitions from overreaching your skill. Norman was proud to say that under Stromm's mentorship he had developed a solid set of business morals, but Kingsley had no such base. He was unscrupulous and had been accused of fraud twice, but there was no substantial evidence to convict him of it.

Still he had been the most eager to get the new OZ formula past trial fazes. Norman had his suspicions on why, but at the moment he was more concerned of actually getting the formula perfected. They still needed to make human trials, but they were about a week from actually testing it on any human being. Norman was in no great hurry, he knew patience was a virtue, and his son was definitely making his other business endeavors far more bearable. To be honest Norman's son seemed to have inherited few of his traits, but apparently the business skill that ran in the Osborn's blood had passed to Harry. He was managing the company's finances quite admirably. Norman believed in a few decades he would be set to inherit Oscorp. His son also shared his distaste for the board. While Norman did have some friendships among them, they were more or less a chore to deal with. But his true worries were of what had happened to his head scientist Connors. If something had happened then Oscorp's entire genetics department could be facing major setbacks.

"Dammit Curt, where the hell are you right now!? We're so close!" Osborn's anger was stopped short as his phone rang. He clicked the Speaker button and answered. His receptionist was now informing him of a potential business partnership with several new firms. Norman sighed and said he would be available in a few minutes. He then began his final review of his documents.

….

**Oscorp Lobby**

Peter sat in the Lobby for about twenty minutes waiting for his friend. When the next elevator opened it revealed the face of Harry Osborn. "Sorry for the wait man. "No prob, where'd you want to go?" Harry and Peter walked out of the building and headed down the streets. "Me and Liz were going to get a bite to eat. Hey about you and your friends join us." Peter thought this over for a moment. He hadn't spent a lot of time with his friends unless it was related to his Spiderman side of life. He finally came to a conclusion, Gwen and MJ should get a little break, maybe himself included. "Yeah that sounds like a good idea." He then started to text his friends to meet him at the restaurant that Harry had recommended.

…

**Underground Lab**

"All my work is almost complete. The fools who thought that my work…our work was insane…May they rue this day!" The head scientist of the lab began to cackle maniacally. His fellow scientist all began to applaud the success of their work. The applause also came from a large man covered in a trench coat. Otto Octavius approached hi colleague and patted him on the back. "And to think we once doubted you. How foolish we were!' Otto and the scientists let out hearty laughs. "I'm glad you and Connors have seen my view." He turned to look at a massive creature covered in green scales. It looked like a gigantic crocodile mixed with an alligator and a human. The creature had long claws and a very long and powerful looking tail. It had yellow eyes and wore the remains of a tattered lab coat. The beast spoke in a deep and throaty voice. "_This power is magnificent! Years ago I could have never dreamed that our research could produce such potential." _"Indeed my old friend, with my research not only have you regained your arm, but your family will be remembered for their relation to you, one of the chosen apostles who will lead this world into its true glory!" The large Lizard grinned at this news. "Truly we were fools to stop our research, but now we can reshape the world!" Otto exclaimed as four long mechanical coils ripped through his trench coat. The coils imbedded themselves into the ground and began to lift Otto up into the air.

The head scientist walked towards a large door sealed with several vault like apparatuses. The head scientist walked forward towards the door and hit several command keys on the computer terminal next to the door. The large door slowly began to open. "The experiments and subjects are responding well to the neural implants that we have perfected. They obey our commands with almost know resistance. The symbiotic creature has proven itself more resistant, but we've implanted enough in it that it shouldn't cause too much of a problem." Otto spoke these words to his deranged colleague. "Excellent now the world will kneel before the genius of the Jackal!" The man known as the Jackal stepped forward into the room unveiling to his loyal scientists his army of mutated genetic experiments.

The crossbreed experiments were mostly human beings that had been genetically spliced with different animal DNA to create some of the best bio-weapons ever conceived. There was a mix of several creatures. Large rhinoceros like men, humanoid shaped creatures with large batwings and the faces to match. Several people had scales that matched the lizards, although their features were far less pronounced. There were those who looked like Vermin but far more humanoid in shape.

"They are beautiful! Now the world will see the work we slaved over for years!" The Jackal walked up to a large console and pressed several commands. Almost instantly several doors opened, revealing multiple tunnels that the creatures began to exit through. "Now New york will belong to me, Dr. Miles Warren! I will be this world's messiah! An it will all start with this city!"

…

**New York City 6:00 pm**

Peter and his friends all sat at an outside table at a restaurant not too far from Oscorp. The group now consisted of Peter, Harry. Liz, Gwen, and MJ. The group had been laughing and playing catch-up for the past hour. So far the night was good. But like all good things, it had to come to an end. Peter was still talking to Harry when he stopped midsentence. "Pete what's wrong?" Harry asked now a little concerned. Peter's spider-sense was going crazy all around he felt danger and he couldn't explain why. "Everybody duck!" Peter then flipped the table causing everyone to drop to the floor, just in time as a car flew overhead before crashing into the street. The people outside all looked in shock before breaking into a panic and running for their lives. Peter saw a large group of what could only be described as mutants. The ones that had thrown the car looked like people fused with a rhino. 'These things look like Vermin and Scorpion! Could these people be the missing persons!?' Peter didn't have any more time to think, as he had to think of the safety of his friends first. He grabbed Harry by the shoulders and hoisted him to his feet. "Harry listen to me I need you to get everyone to Oscorp! It's the safest place with its security!" Harry nodded in understanding before asking a question " Wait what are you going to do?" Before Peter could answer he was forced to shove his friend to the ground again as he dived to the side to avoid a car tire. He then looked up to see a little girl just mere feet away from one of the rhino creatures.

Without thinking twice he leaped to her defense. He grabbed her in a hug right before rolling out of the way of the creature's strike. He then looked at the girl dead in the eyes. "Run! And don't look back!" the girl nodded before sprinting away, leaving Peter and the monster alone. The beast charged at the young man but Peter back flipped over the creature before delivering a solid dual kick to the creature's backside. The monster roared in anger and again charged with its horned head. Peter was well aware of the attack and dodged by leaping into the air. He then fired a web-line onto the beast's back and pulled himself for slamming into it's back. He clung to the beast and used his claws to stab into its back. The creature roared in pain. He then fired a blast of impact webbing straight to its face. The creature was now struggling for air. Peter then delivered several powerful punches in rapid succession to the brute's head. The creature finally collapsed to the ground unconscious.

Peter removed him self from the beast back and saw that the claw marks he had made were slowly healing. 'Looks like they have Vermin's healing factor.' His cellphone then went off. He looked at the ID and saw it was MJ. "MJ where are you guys!?" "Me and Gwen are headed towards the warehouse, well try to keep you updated on the state of things in the city!" Peter grimaced at the fact that they weren't at Oscorp, but relented knowing he would need their help. "Fin but seal up the doors with some of my impact webbing." He then hung up the phone and ran to the nearest alleyway. He quickly removed his clothes to reveal his spider suit underneath. He crawled up the alleyway wall and jumped into the air.

He swung through the city and viewed a living nightmare. The streets were filled with multitudes of creatures. Peter landed on the edge of the building and watched as several policemen were shooting at the creatures. Spiderman leapt into the fray and slammed his feet into a creature head before he jumped over two more and fired off several shorts of impact webbing. The webbing hit the crossbreeds head on pinning them to the ground. He jumped in front of one of the cops before he spoke. "Hey I need you to evacuate everyone from this area now, and find out if anyone saw where they came from." The cop gave him and incredulous look, but before he could speak he was cut off by another voice. "Do as he says, it will probably make this situation better than it is now." The voice came from Detective Jeanne DeWolfe. "Well do what we need to." "I don't suppose you could tell the SCU to go f-" "I have no Jurisdiction with them. Rumlows on a power trip and he's not stopping. He's already ordered the SCU to capture you on sight and shoot these things dead!" "What!? These things are people! What the Hell is the mayor doing about this!?" The red headed officer gave the vigilante a grim look. "He's given all power to Rumlow to apprehend you and eradicate these things." Spiderman's fist shook with rage. 'When I find that bastard I'll put his face through a wall for this!' He then fired a web-line and vaulted into the sky.

He swung through the streets looking for any sign of the SCU and the crossbreeds he was fighting. He saw a small group of SCU goons opening fire on what looked like Vermin and his type of crossbreeds. Spiderman dived from the sky and slammed into the fur-covered cannibal. Vermin was sent careening back into a car where he smashed through its front. The SCU members saw Spiderman and opened fire. The webbed vigilante took to the air with his web-lines firing blasts of webbing whenever he could, both at the swat team and the crossbreeds. He fired a web-line onto the body of a crossbreed and pulled himself forward on it. He met the creature with a powerful stomp kick to the gut. The kick sent the beats flying into a group of monsters, knocking them all to the ground. Spiderman wasted no time in using his new web feature (The wide-spraying mode) to cover the downed creatures in a thick netting of webbing. 'Well they're not moving anytime soon.' He thought to himself.

Suddenly his spider sense flared and he whirled around to see the remaining SCU goons aiming their guns at him. Before they could fire they were met with a large blast of fire right in front of them. The shock from the unexpected attack caused them to break formation. This made them an easy target for a large and fast moving object to begin swatting them away like flies, each of its blows sending the swat members into the air. The last SCU member tried to open fire but was wrapped in the blue blur before being punched in the face, rendering him unconscious. The blue blob casually unwrapped the man before resuming a humanoid shape.

"Hello Spiderman." Reed Richards of the fantastic four said to the young hero. "Mr. Fantastic!?" "And he's not all!" a Flaming figure landed next to the FF's leader and it was soon followed by a large white vehicle being driven by the Thing. "Torch, Thing and the Invisible Woman!?" True enough Sue was sitting in the passenger seat of the white vehicle, using her abilities to keep it partially cloaked. 'We thought you could use a little help with …well all this!" Ben said as he kept the ship hovering over the small battlefield. "Well god knows I could use the help!" Peter said truly grateful for their assistance. "So what exactly are these things?" Johnny asked as he looked at the large group of webbed creatures to his left. "Some type of genetic experiment. Someone's been splicing animal DNA into humans!" "You mean these things are people!?" Ben spoke up a little disturbed at that fact. "Yeah, and it looks like they're attacking anyone in their sights!" "Well lets stop them!" Johnny's exclamation did seem to make the best sense. "Yeah but we also have to stop the SCU! They're shooting at anything and I do mean anything, people or monsters!"

Reed nodded his head in understanding. "Ben" he said, finally coming up with an idea. "take this thing back to the lab." He lifted up the unconscious form of Vermin (still out like a light.). "Susan see what you can do about reversing the genetic process. There should be several files on it from the Parker experiments." This last piece of news peeked Peter's interest, but he shelved that curiosity for the moment. "Will do Reed, and please be careful." The flying vehicle roared to life once again and launched into the sky flying towards the Baxter the building with the imprisoned crossbred in tow.

Spiderman looked at the two remaining FF members. "So what's the game plan now?" Spiderman asked his two fellow heroes. "We have to keep these things away from the populated areas of the city." Reed said. Johnny was the next to speak. "Where are these things coming from though? They showed up out of the blue!" Peter thought this over, Vermin had attacked from the sewers and so had the Scorpion. "They must be using the sewers! That's where they struck from last time!" The two FF members looked at Spiderman before back at each other. "That would make sense, with the hundreds of sewer lines that crisscross Queens alone they could cover New York in no time at all." Mr. Fantastic's response was anything but comforting.

"So what's next?" Torch asked. Spiderman decided to take charge from that point on. "We incapacitate as many of these things as possible until Invisible Woman can find a cure! And we take down any SCU goons who get in the way!" The remaining super heroes nodded at his orders. "Torch you and Mr. F head up town and stop as many as you can! I'll head down town to deal with the rest!" With that said Peter fired of a web-line and swung away heading towards Queens lower areas.

…

**Triskelion**

SHEILD was in a miniature panic, agents and analysts were running back in forth across the control room trying to get a handle on the situation. Nick Fury stood at his command post overlooking the room. "Status on the Ultimates." Fury ordered. Agent Phil Coulson approached him from the side, "Sir Alpha team is currently in route, but Wasp. Pym, and Banner are still in South America. Cap, Widow, And Barton are about 25 minutes away from the drop point." "Any word on Ironman?" "No reports yet sir. But knowing him he'll make an entrance soon." Fury nodded his head.

About a minute later the control room doors opened showing a slightly out of breath Jessica. "Sir, requesting permission to engage hostiles in Queens!" Fury looked at her for a moment before answering. "Request granted. Take a squad of shield soldiers with you. And as a heads up, the SCU are shooting at basically everything." "Understood sir!" She then sprinted out of the room heading towards the hanger. The screen the lit up with a large map of New York, the major areas of Queens had multiple red spots all over it, indicating how bad the situation had progressed. SHEILD was organizing as many of it ground and aerial forces as it could muster in the short amount of time they had. Fury looked up at the screen and glared at it, they were losing the fight before it had even started. These creatures were flooding the street and wrecking everything. The SCU's countermeasures weren't helping much. Reports had come in that the SCU was opening fire on any moving objects in any of the designated areas. Namely any area where the Crossbreeds were currently attacking.

Fury was looking at any area he could see looking for the slightest break in the monster's attacks. They seemed to be to well organized for a bunch of mindless animals. Before he could question it further a large explosion was heard from a distance away. The room shook slightly, "What happened?" Fury asked, keeping his calm and composed demeanor. A shield analyst was the first to answer his question. "Sir several crossbreeds are inside the Triskelion security grid!" "How did they get past the security grid without detection!?" "Virus confirmation! A long range transmission was just detected it incapacitated any electronic warning sensor we had to display it as all green!" Fury scowled at this, these things were definitely under someone's control.

"Get agent Hardy and Hill to lead a counter offense, take those things down!" The analysts immediately began to issue Fury's orders across the base. "Sir! Ironman just sent us a transmission he is currently in route to Queens, and primary avengers team is now 5 minutes from the main bridge!" Fury gave a small smile, they hadn't lost yet.

…

**Queens Bridge, New York**

The Quinn jet hovered over the bridge that connected Queens to the rest of New York. The jet lowered its loading doors as three figures dropped to the ground. Captain America, Black Widow and Hawkeye looked over their surroundings as they saw small groups of crossbreeds running on the bridge trying to make it across. "So Cap what's the plan?" Hawkeye asked. "Keep them on the bridge and away from the people. Widow, Hawkeye, gets some range between you and them and keep them back, Ill be melee and keep them focused on me." The two agents nodded at the veteran hero before opening fire on the hordes of crossbreeds. Hawkeye used his bow to fire of several volleys of arrows into the horde of monsters. Black Widow followed up by using her automatic pistols to mow down several creatures. Captain America used the confusion caused by the duo to leap into the fray.

He used his shield to bash through the creatures, delivering kicks and punches with enough force to send the beasts into cars. He threw his shield, which slammed into several crossbreeds, bouncing and ricocheting across each one. One crossbreed tried to jump on the legendary avenger only to be slammed in the back with gunfire from Widow. "Watch yourself Steve!" She called out. Cap smirked at this, he might have been fighting a different war, but he still had his fellow soldiers to rely on. A crossbreed ran straight for Hawkeye, but a quick draw from his sidearm put the creature to the ground. "These things are getting annoying, how much longer are they going to keep this up!?" The blonde archer's complaints mirrored the thoughts of his teammates. Despite the group's skill and combat experience, the hordes of crossbreeds had begun to overwhelm the group. "We could really use some back up right now!" Widow shouted into her com-link.

"Ask and ye shall receive!" a robotic voice sounded. A loud rocketing noise was heard from the other side of the bridge before several blasts of blue light emanated from the crowd of monsters. A gold and red armored figured barreled through the crowd of crossbreeds blasting and punching as he did so. He fired off several blast of repulsor beams into the beasts around Cap before he landed next to him. "Happy to see me?" Ironman asked, half jokingly with a smug tone. "What took you so long?" Captain America said with a small smile on his face. "Sorry my tune up was running late. Fury briefed you on the situation?" "Yeah, bunch of freaks running around through the city. So what's new shell-head?" Ironman looked at the snarky archer before answering, "Well for starters the Fantastic four caught one of the so called 'original' crossbreeds with Spiderman's help. Looks like they'll try to reverse the genetic process." "That's some progress." Widow spoke up. "What's our next objective?" Cap looked at his assembled team before speaking. "We'll take the fight inside the city and stall for as long as possible until a way to stop them is found." The assembled team nodded their heads before taking off down the bridge. Ready for another fight.

**Phew, this one was long, but I got it done. Hope you like the upcoming team ups. After this arc I might start up an ultimate avengers story, it will probably be under the avengers comic title in 's browsing category, if not just check my stories on my profile. Let me know what you guys think about this idea. **


	23. Chapter 23

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Spiderman Costume: . **

**Chapter 23**

**Old Acquaintances **

Spiderman swung through the ruined remains of Queens taking out crossbreeds and SCU members alike. He was currently looking for any of the crossbreeds like the scorpion, the self-dubbed 'originals'. They were apparently stronger than the other crossbreeds now running through the city. Sue Storm and Ben Grimm had caught two other crossbreeds on the way to the Baxter building. The genetic structure was unstable in the new ones, so they could be reversed with less difficulty, but for the 'originals' a cure might not be possible. This news was not appealing to peter, if it was true, then Mac Gargan would never be human again. Peter heard more gunfire coming from ahead. He landed on a nearby wall and climbed across the building for a better view.

He saw a full squad of SCU goons firing at a horde of crossbreeds, and to Peter's horror, a small group of people were caught in the crossfire. 'Those fucking lunatics!' Spiderman wasted no time and fired off several volleys of his webbing on both side so of the conflict. The SCU troops were hit head on with the substance and immediately went down, the crossbreeds how ever continued to struggle against the netting, some of the rhino types even began to tear it. 'Oh no you don't!' a quick blast of impact webbing stopped the super strong crossbreeds from breaking free. "That should hold you guys for a while." Spiderman then looked at the group of people he had just saved, they all looked terrified of what was happening. 'Can't say I blame them.' He saw them look at him in fear. 'Guess I still don't have great PR.' He then pointed towards the cleared area before speaking, "Get going! Clear out of the city and keep away from the SCU! If you find cops stick around them and they'll take you out of the city." Not waiting for a reply he vaulted into the air with the aid of his webs before he swung off towards another area Gwen and MJ had designated for him.

"Peter a large horde of those monsters are wrecking the streets a few block from the Baxter building, and there some pretty big ones too!" Peter started to swing towards the home of the FF. He landed on a totaled car that was buried halfway into the ground. Spiderman looked for crossbreeds and found several lizard-like individuals clawing at cars and causing mass mayhem on the streets. At the center of the crowd was a massive version of the lizard creature. The key difference was this one had a tail and was far bigger, standing about three meters tall. The Lizard stood on top of a car, like a king of his species. The wall crawler didn't like the look of this he saw several other creatures rallying around the area, all poised to strike at the Baxter building. 'Well this is just great! If they get into the building all the effort for finding the cure could be lost. Before he could think any his spider sense flared up as he jumped to avoid an incoming blast of green acid. He was forced down onto street level right in front of the horde of monsters.

Spiderman slowly rose to his feet and looked at his previous attackers. The Scorpion stood in the middle of the street behind the masked vigilante, glaring at him. 'So they must have broken Mac free. But he isn't snarling like a crazed animal, neither was Vermin! What's different about them!?' "So you must be Spiderman!" A deep and throaty voice boomed from where the Lizard stood. Peter soon realized that it was the Lizard that had spoken. "You can talk!?" out of all the crossbreds the only one to speak was Mac, and he could barely form a sentence, let alone speak coherently without any difficulty. "Of course I can. My intellect is matched only by my strength. And you will soon learn how strong I am! You're an annoyance that must be squashed!" "Geez! Sorry if stopping a horde of deadly monsters makes me the bad guy!" He said sarcastically. The Lizard merely snarled at him before jumping from his perch and slamming into the ground. "Your insolence will be your downfall!" The Lizard then let out a blood-curdling screech that resonated throughout the streets. All the crossbreeds gave a similar roar before charging towards the Baxter building.

Spiderman braced himself for an upcoming fight knowing that the Lizard now meant to face him alone. The large reptile charged at the arachnid styled hero before spinning around to use his tail like a whip. Spiderman managed to dodge the assault but the attack smashed through a car. Spiderman rapidly fired several shots of webbing to immobilize the beast, but he merely ripped through the restraints. "You can't stop me!" The lizard charged Spiderman's position wrecking everything in his path. The two tackled each other with the Lizard gaining the upper hand. Spiderman unsheathed his claws and attempted to claw at the oversized reptile. "That won't hurt me! My hide is steel! My teeth are razors! My claws are daggers!" Despite the Lizard's boasts, peter's claws were dealing damage, but as fast as he sliced him, the flesh regenerated. The monster's healing was far more potent than the healing factor of the other crossbreeds. 'He's even stronger than Scorpion!' "So what's your endgame asshole!?" The giant monster grabbed the vigilante and hurled him into another car. He slammed into the truck, leaving a human sized dent in the vehicle. He quickly recovered by leaping into the air and sticking to an adjacent building, in turn avoiding the oncoming attack of the Lizard. "I see no reason to tell some puny annoyance like you!" Spiderman attempted to make a witty retort, but a warning from his spider sense derailed his train of thought.

He leapt off the building just as a car landed on the spot he had perched on. Spiderman launched a web line and swung away from the building, attempting to create some distance. He was stopped when his spider sense went off yet again. Before he could react he was slammed with a powerful blow to his diaphragm. He landed on the pavement hard, knocking the breath out of him. "So it seems you're having a problem with this creature Connors." The voice sounded strangely familiar. Peter looked up to see the face of Otto Octavius, only with the addition of four massive, mechanical tentacles extending from his back. "Otto!?" seeing the friendly scientist look so menacing was causing the wall crawler to have a serious case of confusion. 'Why is he here? And why is he helping these guys!?' He decided to state his thoughts directly to the now villainous scientist. "What the hell Octavius!? You're with these psychos!?" The man looked down at the masked hero as if he was beneath him. "You miserable whelp. How dare you address me as such, I am Dr. Octopus!" "Your fate is sealed here, Spiderman!" the Lizard walked forward and attempted to crush the wall crawler, buts said hero was able to dodge at the last second. "Kurt my old friend allow me to deal with this insect, go aid Jackal in the recovery of our property." "Very well, make eliminate this nuisance." The Lizard started to walk away, heading straight for the Baxter building. 'Did he say Connors? Kurt Connors is the Lizard!? This day couldn't possibly get any weirder!' Peter jumped to dodge the attack dealt by Doc OC; the tentacle used did leave a sizable gash in the asphalt street.

"What the hell is wrong with you doc!? This isn't you!" "Do not pretend that you know me! I was blind to the loss we suffered that day! We lost our friends, our work; our life's work no less! And we will complete it, we will usher in a new age for all of humanity!" AS he ranted he swung his arms around smashing and piercing everything in their path. "You're talking about the day of the accident? That was years ago! Why now!?" The crazed villain did not respond with words, instead he unleashed all four of his arms on the masked hero. It took all of Peters training and experience to dodge the wild and unpredictable tentacles. He glided through one attack, rolled through the second and leapt over the third. He braced himself for the fourth attack and caught the tentacle. He used all his strength and adhesive power to keep himself rooted to the ground. He then pulled the tentacle forward, in turn dragging Doc OC towards him as well. Spiderman firmly delivered a powerful blow to the man's stomach. The impact knocked the wind out of mad scientist sending him sprawling on the ground.

All through the fight, a lone figure in a lab coat had approached the fight, expertly avoiding any debris done by the battle. He approached the now downed Doc OC, drawing the attention of Spiderman as well. "Otto…how disappointing. I imagined one of my apostles to be able to handle such a nuisance." To his credit, the downed scientist began to rise with the aid of his mechanical arms. "Forgive me Miles… I underestimate this fool." The name the doctor had said struck a memory for Peter. He then looked closer at the face of the man who had approached the battlefield so nonchalantly. Sure enough the man was a near splitting image of his professor Warren, albeit with a few years added to him. Peter could only assume that this man was his professor's older brother, his parent's old friend and colleague. Dr. Miles Warren.

"So you are the so called Spiderman that has been interfering with my work. I expected you to be… different." "You mean to tell me you're the one responsible for all of this!? For all these people turning into monsters!? For mutating Mac into that… that … Abomination!" Peter could feel his hatred and anger for this man rising with each event he listed, every incident he recalled. Every one of them made the young hero numb with rage. Miles, however, also looked enraged. "Monsters, you dare call the work I have created 'Monsters'! You have some nerve boy! My work will usher in a golden age for the rest of humanity! No longer will life be sort and fleeting, everyone will be better, Perfect!" The man's rant only infuriated Peter more. "I'll beat you into the ground!" Spiderman leapt at the scientist aiming for the man's head. The scientist was surprisingly nimble he moved to the side before ducking and delivering a powerful sidekick into the body of the enraged teen. The kick sent him back several feet, but he was able to regain balance and land on his feet. His side had a dull throbbing that began to fade rather quickly. 'How is he this strong!? Did he manipulate his own DNA?' Spiderman stood ready to attack again, but Miles stood there uninterested. "Otto I believe I will require your assistance in acquiring our old experiment. Come with me, we'll meet up with Curt inside the building." The two men began to walk away completely ignoring the super powered team behind them.

"Hey were not finished here!" Peter Began to lunge at them again but he was suddenly slammed to the ground by a large black tentacle of goo. The tentacle lifted Spiderman into the air and hurled him into a large building. He slammed through the glass windows with enough force to shatter all of them. He grunted in pain, trying to steady his breathing. He saw a small puddle of black goo in front of him. The substance began to shift and move; it suddenly began to move towards the entrance of the building. Peter looked up to see a being he had thought was dead. "Eddie…?" Sure enough stood the massive black form of Venom. He was three times bigger than he had been the last time he and Peter had fought. His muscle seemed to bulge and twitch, saliva hung from his jaw. "Eddie it's me! Its Peter!" The creature mad e no sign of recognition, instead it uttered one word. "_Kill…!" _The hulking monstrosity rushed forward to crush its smaller adversary, but Peter was able to back flip away form the attack, firing blasts of impact webbing as he did so.

The increased webbing seemed to only slow Venom down slightly as he progressed towards his intended target. Peter knew he couldn't hold back against Venom, even if it was his friend inside of it, deep down he knew the monster he was fighting was pure distilled aggression. He decided that the gloves were coming off as he unleashed both his claws and mechanical arms. "I'm sorry Eddie, but you're not giving me a choice!" he then leapt at his former friend intent on stopping his rampage.

…

**Baxter Building**

The alarms inside were blaring as crossbreeds slammed into the impact-proofed glass of the buildings windows and doors. Sue Storm and Ben Grimm stood inside the sealed doors of the buildings top labs. "Sussy you sure that those doors and glass will hold them?" "Long enough for us to develop a cure? Maybe." Ben watched as the last of the lab and security personnel were evacuated via VTOL transports. "Well everybody has been cleared out, so we just got to worry about us now." Su nodded her head in understanding. The reversal of the genetic mutation on Vermin was slow. Any attempt Sue made at reversing the cells back into stem cells to promote normal human cell replication failed. Essentially the cell would commit suicide. To make matters worse the animal cells began to replicate even faster.

"Whoever made this really was a genius at biology, this is more advanced than the original experiments on crossbreeds." Ben looked up at this before he spoke. "Wait. You tellin me that somebody did this stuff before?" Sue nodded her head, still busy punching in command codes at a computer terminal. "Yeah an experiment was conducted several years ago by a small group of scientists. They were exploring the use of animal DNA to repair human DNA that was either damaged or mutated." Ben let out a small whistle. "So they could have cured different diseases with that stuff huh? I gotta say I'm surprised it went under." "Yeah after an accident with the machine they used to splice DNA, two of the scientists were killed, one severely injured and hospitalized with another, the last one went missing about month later. The whole experiment was then shut down and locked up." Ben looked up again at the security monitor to see crossbreeds futile attempts to enter the building. "I'm activating the security for the outside, just to keep them busy." Ben used one of hi large fingers to press a holographic red button. As soon as he did, several turreted weapons emerged from the building on several vantage points. The bullets began to fly slamming into the hordes and causing them to scatter. "Good thing they got that regeneration ability. Otherwise I feel really bad about doin this." Suddenly the alarms grew even louder. The two members of the FF looked at the security monitor to see the Scorpion using its acid tail to carve through the glass. The crossbreeds began to swarm into the hole with a few getting in at a time.

"Sussy we might need to hurry with that cure." Ben said with a dark tone. "You might be right, I'm activating several of the building inner defense mechanisms." After punching in a new command code into the computer terminal. The Baxter building began to whir to life as automated turrets and energy walls began to trigger all over the building. "If this doesn't stop them it will sure as hell slow them down." The two members watched as the crossbreeds continued the assault into their home.

…..

**New York City**

A volley of bullets and arrows peppered the group of crossbreeds that were ripping open the doors of a bus, trying to get to the civilians inside. "Alright folks move out, head to LZ for evac." Captain America was met with the fearful and confused looks of the bus's passengers. Widowed sighed at her leader's military speech. "Move out to the other side of the bridge, there will be a transport waiting for you all. Now move!" at Widow's words the group moved out of the bus and into the near abandoned streets. The remaining members of the Ultimates watched as the people fled down the street, heading toward the bridge they had previously secured.

"Cap we really got to work on your civilian talk." Hawkeye's comment was ignored as their defacto leader looked down the street. "I think we have bigger things to worry about." He pointed towards the direction of the Baxter Building. The others followed his line of sight and saw a building crumbling into rubble, on after another. Ironman used his helmet's instruments to scan the area. "I'm detecting two heat signatures, one looks pretty big." As he spoke he saw another building collapse under the strain of battle. "Maybe we should get over there to stop it!" Hawkeye said, not waiting for a response the purple masked archer took off toward the battle. Ironman took off into the sky, while Cap and Widow took off after Hawkeye.

Ironman was the first to arrive at the scene of the battle. He saw three buildings that had been leveled. "Well this is…. Destructive…" A small buzzing noise was heard inside of his helmet. He answered the noise with a casual greeting. "Jarvis, what can you make of this?" "**I would say that the damage is mostly due to foundational instability, most likely caused during the battle". **"Yeah, that's what I was thinking. New question is who was fighting? And where are they now?" As if in response to his question, a red and black figure smashed through the wall of a brick building. He tumbled onto the street stopping about thirty meters from the point from which he was thrown. "Kid!" Ironman had been able to deduce that the figure was Spiderman, although he looked pretty disheveled. He whirled around just in time to see a large black mass rip through the wall of the building, causing it to collapse as well.

"What the hell is that!?" Ironman flew out of the path of the falling building and flew towards Spiderman. He scooped up the young hero and flew with him until he reached the roof of a building a good two blocks away. He set the unconscious vigilante down on the ground before lightly tapping him across the face. "Come on kid! Wake up!" "Uh…" Spiderman groggily began to come to, although he was still having a hard time focusing. "Ow… Man he's stronger than before." "I assume you know that thing then!" Spiderman looked up as if seeing the hero for the first time since waking up. "Yeah, I fought him once before. But the guys who are responsible for all those monsters down there must have juiced him on something." Ironman looked around for any sign of the hulking black monster. "Man, for something that big, it sure moves fast." "Yeah and to make things worse he's completely invisible to my spider sense, I can't predict his attacks!" Just then a large explosion echoed from down the street. The two heroes looked for its source and saw Venom currently being bombarded with explosives from both Black Widow and Hawkeye; Captain America hurled his shield at the creature, slicing deep into its stomach. Venom let out a cry of pain before he fired off several tentacles that pierced the ground of the area. The tentacles then began to rip apart the street, destroying the heroes footing.

"We've got to get down there!" Spiderman leapt from the roof and swung towards the battle firing several shot of impact webbing to distract Venom. Ironman followed the young hero's lead and flew towards the monstrous form of Venom. The armored avenger fired off several blasts of repulsor fire; the attacks struck venom head on. To its credit Venom continued to fight valiantly despite the barrage of energy blasts. Venom let out a fierce roar before charging at the group of heroes. The monster first struck Ironman head on with a powerful claw strike, the force of the blow sent the armored hero into the ground, leaving him in a small crater. Seeing his ally in peril, Hawkeye fired a volley of arrows at the monster. Several of these arrows were equipped with explosive tips, detonating on impact. The remaining arrows were standard arrowheads. The bladed projectiles pierced through Venom's eyes, causing a torrent of blood to spew from his head. His attacks beam even fiercer as he used his claws and massive strength to tear through his surroundings. The impact of his blows caused the streets to crack and shatter. Spiderman leapt up to Venom's head and began to claw and punch him with as much force he could muster. With each blow Peter unleashed his venom blasts into his adversary, causing the monster to reel back in pain. "Just! Stay! Down!" Peter armed one of his web-grenades and slammed it onto Venoms head.

He leapt off his former friend and landed a few meters from the monster. "Get back!" Heading the young heroes warning the Ultimates all began to retreat while Venom continued to flail wildly in pain. The timer on the grenade finally hit zero, and the web grenade detonated spraying impact webbing all over Venom's body. The creature roared in defiance as it tried to remove itself from the adhesive substance. "We need to put him down!" Captain America called out. "How are we suppose to stop that thing!?" Widow called out avoiding debris that was being flung by the still struggling Venom. "Anyone got any cryogenic weapons?" Spiderman asked. "Hawkeyes got some cryo-arrows!" Widow responded. "Then shoot them! It can't stand cold temperatures!" Hawkeye decided to follow the young heroes advise and fired of three arrows tipped with silver capsules. The projectiles struck their intended target causing large chunks of ice to form on Venoms massive frame. His movements eventually ceased as he was encased in frost and ice.

"Hopefully that will slow him down for a while." "So you're that new hero Spiderman huh?" At these words Peter turned around and looked at Captain America. "Yeah." Peter gave a curt response. "So mind telling us what were up against seeing as you obviously knew about this thing." He pointed to the frozen figure behind him. "Yeah, Long story short we got a couple of crazed scientist trying to wreck the Baxter building. They're looking for something in there. An they're using a army of mutated people to due it, part of the FF is in the building now trying to make a cure." "Good to know." Spiderman looked at Ironman, his armor showed a little damage (Mostly scuffs and cracks) but it didn't look like anything debilitating. "So that's why they're attacking the Baxter building. Cap what's Fury up to?" The captain looked at his armored teammate before answering. "Fury and the other shield agents are currently dealing with an attack on the Triskelion, knowing Fury, he'll be fine." Ironman nodded his head. Just then Peter's com went off. "Gwen, MJ?" The words he spoke drew the attention of the other heroes who looked at the young vigilante.

"Peter there is some serious police chatter, the SCU is headed straight towards your location! They know your there and they're primed for a shoot out!" Gwen's warning only made Peter's blood boil at the mention of the Special Crimes Unit. "Just great. The SCU is still gunning for me." "Well vouch for you son." Captain America's statement made the young teen look at him in shock. "What?" "Hey you really think Fury is gonna let a bunch of trigger happy maniacs take out a potential asset? Please." Hawkeye's snarky comment dampened Peter's mood considerably. "Yeah well you might want to tell them that soon, because they're getting pretty close." Ironman pointed to the direction of a New York high rise and sure enough an SCU attack chopper was heading towards the group's location. "Ironman, patch us in to their frequencies and tell them that Spiderman is to be regarded as a friendly." Ironman looked at the chopper for a moment, in that time Spiderman's spider sense activated. Before anyone could react, Ironman leapt in front the group, putting up an energy shield as he did so. Bullets rained down from the chopper bouncing off of the energy shield and destroying nearby shops and buildings.

"What the hell!?" Hawkeye shouted. Ironman was the one who responded. " According to the SCU captain Rumlow, "All post-humans are to be treated as hostiles and eliminated with deadly force." "That must mean all of us!" Widow exclaimed. The chopper began to circle them trying to get around the shield. However an explosion suddenly occurred from the side of the chopper, sending it careening into the nearby buildings. The group of heroes tuned to see a standard group of NYPD swat troopers, one of which was holding a grenade launcher. Then a man that Peter was very familiar with stepped out in front of the police, he then picked up his radio before speaking into it. "This is Captain George Stacy of the NYPD reporting to all friendly cops, do not target any post-human individuals, and focus all fire and manpower on the SCU and the Crossbreeds infesting inside the city." He then turned off the radio before walking towards the group of assembled heroes. "I've been waiting for the excuse to put those SCU bastard in their place." Spiderman looked at the captain in pure shock. "You just took down an SCU helicopter to save us?" Stacy nodded at the bewildered teen. "Listen I don't like the way you do things, but you keep people safe. That's more than Rumlow and his unit ever did." This comment actually made Peter feel a little proud, even if it was meant as a backhanded compliment.

"Well thank you captain Stacy. Its good to see that the law enforcement of this city is still in good hands." Captain America stepped forward to shake his hand. The man gladly shook it. "Hate to break of the respect for people who hold the rank of Captain, but we might have a serious problem." Spiderman pointed at a bright yellow light flashing around in the sky. On closer inspection Peter could see it was the Human torch currently in a dogfight against several bat like crossbreeds. "I think Johnny could use some help!" "I'm on it!" ironman blasted off into the sky aiming for the areal battle. He began to fire off several repulsor blasts into the crowd of bat-like crossbreeds. The blasts of energy slammed into the group of monsters, causing them to scatter. Torch took this opportunity to unleash a massive wave of fire that sent the group of bat people plummeting into the street below. Spiderman leapt onto the edge of a building ready to intercept the falling creatures. He began to fire off several large webs at the plummeting crossbreeds pinning them to building to slow their descent.

While some of the Ultimates watched the young hero save the mutated monsters from death, a group of crossbreeds began to charge down the street, heading for the group.

Before anyone of the Avengers could open fire on the group, a hail of bullets erupted from a newly arrived helicopter. It was a pristine silver and white color with the image of a strange flag painted on its side. The helicopter hovered over the area for a moment, and all occupants on the streets readied themselves for a fight. Several ropes descended from the chopper followed by fived soldiers wearing white and gray combat fatigues and body armor. Each soldier looked ready to fight a war all on their own, equipped with explosives, Assault rifles, and the latest technical gear available. The leading soldier looked completely different than he others, she was a young woman with long silver hair and a slim figure. She wore a formfitting combat suit lined with several pouches, including two handgun holsters strapped to her thighs. The woman stepped forward and motioned for her soldiers to stand down. The group lowered their weapons, as they did so the young woman removed the mask that had been obstructing the view of her face. By now Spiderman had returned to ground level and saw the group of soldiers. Although he did not recognize the group, one individual seemed to stick out, the young woman with the long silver hair. He walked forward towards the group before speaking. "Silver? Silver Sablinova?" The girl finally removed the mask that covered her face, revealing the young ambassador of Symkaria. "I believe with all the monsters running through the streets that you might need some assistance, no matter how small the assistance we may be able to provide." Captain America was the first to respond. "Listen ma'am we appreciate the sentiment, but it's to dangerous for an ambassador."

Spiderman flinched slightly under his mask knowing how angry Silver had been when Spiderman had attempted to refuse her help during the hostage crisis. 'Hell hath no fury like a woman's scorn.' Spiderman quickly stepped forward, right between Captain America and Silver. "With all due respect Cap, I've seen Silver and her troops make a group of armed and trained mercenaries look like a bunch of mall cops. I think we can trust her to be able to handle this situation, and lets face it we need the help." Cap looked down at the younger hero before sighing. "Fine, but we will not be held responsible for any injuries you or your soldiers take." "I would not expect you to." The young woman replied. As the captain walked back to converse with his team and Stacy, Peter turned to look at the leader of the Wild Pack. "Didn't really think your country would get involved in this mess." He said. Silver gave him a small smile before answering. "Well, I do owe a certain masked vigilante a debt of gratitude, and I never leave a debt unpaid." This made the vigilante smile under his mask. "Well thanks for the help. If you can direct your troops to help hold back any crossbreeds or SCU goons, that would be appreciated." Silver nodded her head and issued her commands to the troops.

"So hate to interrupt your moment here but the Baxter building doesn't look like it's in good shape." MJ's slightly bitter tone did puzzle Peter but he understood her point on the matter. He saw the human Torch descend into the group looking a bit worse for were but still standing strong. "Well are we gonna kick those freaks out of our house or not!?" Peter nodded his head as he looked up at the beaten form of the Baxter building. 'Get ready Miles were coming for you!'

**This chapter was tough! I had to improvise on a lot of my ideas here but I like the turn out! **


	24. Chapter 24

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I have also posted character bios for an upcoming Ultimate X-men fanfic. Check it out on my profile under my stories or go to the X-men fanfic section and it will be under an M rating. Reviews for it are welcome and tell me who else you want to see. **

**Chapter 24**

**Kings of Their Domain**

**Baxter Building**

Miles Warren casually strode through the now blood splattered halls of the Baxter building. He looked around at his fallen crossbreeds, "Hmmm… disappointing. I'll have to increase their durability, even if some of them do eventually regenerate." He continued his troll down the hall until a large reptilian beast appeared before him. It was shorter than the Lizard and had two spiky fins, one extending from the back of its head and its spinal column. "Iguana? What is it?" The beast snarled at him before whirling around growling in the direction of another hallway. He final y arrived with his crossbreed companion to see a strange blue colored screen that covered the entrance to another hallway. "I see a specialized electric grid net, made from pure electricity contained in a force-field, I have to say the current scientists do have some skill. Unfortunately…" the man known as the Jackal walked forward to the edge of the field and held up his left arm. The arm began to twist and contort, growing both in size and length, with the addition of green fur and razor sharp claws.

The mad man jabbed his hand through the wall that connected the electric field to its power source. The Jackal's clawed arm pierced into the building's wiring delivering a shock of electricity that would kill any normal human. However, Miles was no longer human. He finally ripped a large bundle of wires out from the wall causing the energy field to flicker and die. "…Once you find the glitch in the machine, it all comes apart." Although he spoke as if he was uninjured his appearance said otherwise. His body had large patches of burnt skin, and his clothes were partially burnt. His skin however began to slowly heal, the damage tissue returning to its original state as if it had never been damaged in the first place. "Come my boy, we have much to accomplish." He once again began walk down the halls of the building as if he was without a care in the world.

…

**Oscorp**

"Is everyone inside the building?" Norman Osborn asked one of his security officers. "Yes sir, we've activated the premise's defense system. I also had all security personnel gear up for heavy encounters." "Very good, thank you Horace." The man named Horace nodded at his employer before walking away. Norman Osborn stood on a large balcony that overlooked Oscorp's lobby, which was now filled to capacity wit terrified people from the streets. Harry was amongst them with his girlfriend Liz. Norman could only prey that none of those monsters would attack Oscorp. The most terrifying thing was how close they resembled the cross species work that Connors had originally worked on. "Could these creatures be a result of the original crossbreed program?" His train of thought was derailed when gunshots were heard outside the building. All eyes turned to see members of the SCU firing on any crossbreed they saw. 'This is bad!' Norman thought to himself. 'There must be something I can do….wait!' He quickly opened his phone and dialed a number of someone he knew would be in the genetics lab. The phone rang for a few seconds until it was finally answered. "Hello?" "Morbius, I need you to bring down a sample of the OZ serum! Now!" "But sir! The serum is unstable! It might be dang-" "I said now, dammit!" Norman's tone finally convinced the confused scientist. "Alright, I'll bring down the sample." He then hung up the phone. Norman looked outside of his building in fear. 'I hope this is the right choice.' He thought to himself.

….

**Baxter Building**

Spiderman smashed his fist into the jaw of another Vermin styled crossbreed. 'These things just keep coming!' "Reed how many more floors until the lab floor?" Spiderman called out to the recently arrived Mr. Fantastic. "Another couple of floors at least twenty more!" He said this as he bloated his fists to slam a rhino-like monster into a group of lizard creatures. The Human Torch released a volley of fireballs on the group in an attempt to slow them down. The group of heroes now included the Ironman, Captain America, Black Widow, Hawkeye, the remaining FF members (Reed and Johnny), and of course Spiderman himself. The group had met up with Mr. Fantastic before they began to storm the Baxter building, trying to flush out as many crossbreeds as possible.

Silver and her wild pack had joined forces with the police to keep both the crossbreeds and the SCU away from the populated areas. According to Captain America the reinforcement from SHIELD were occupied with the crossbreed invasion. That meant that both the remaining SHEILD agents, including Jess, would not be arriving anytime soon. That left the current heroes to try and reach the upper labs of the Baxter building to stop Miles. According to Reed, Susan and Ben were still up at the top labs working on the cure. They had also informed the group that the Lizard and Doc OC were also inside the building. They were all heading towards the storage lockers on one of the lower areas of the building, just a floor below the Invisible Woman and the Thing. "So we still have a while to go!" Hawkeye said, irritation evident in his voice. Spiderman dashed forward, heading towards the elevator doors. Before he could reach them his spider sense activated, he was then tackled to the ground bay a large lizard like creature that burst through the wall. The creature had enough force to push them both through the windows of the building.

The two began to plummet to the ground. The beast, which could now be seen as another lizard creature, tried to claw at the web slinger but was met by the hero's own set of talons. They both continued to slash at each other with great ferocity, which began to increase as Peter felt them descend. Finally deciding enough was enough, Pete fired a web-line to stop his fall allowing the crossbreed to smash to the ground below. Peter felt little concern for the monster as their healing factor made them near indestructible, it would heal soon enough. Peter began to climb up the side of the building realizing he had fallen more than he had thought. 'Well guess I should move a bit faster!" he then increased his pace trying to reach the top again but he decided to get creative. He then jumped off the building and fired a line to a higher level than he was previously. He used the momentum from the fall to swing him around. He let go of the web line and catapulted up the building. He landed on the buildings side and again began to climb. He looked through several of the windows as he climbed; he began to notice that the past few floors were all filed with storage materials, namely old experiments. As he reached the 60th floor two metal tentacles ripped through the above floor and pulled him inside the building. The mechanical arms hurled him into a pile of metal robotics. He smashed into them feeling pain shoot through his body.

'Owww…' Peter looked up to see both the Lizard and Doc OC. "Well well well, looks like we have an insect problem." Octavius said as his arms circled around him. The lizard stepped forward menacingly, "I'll handle him." The monster's human colleague nodded before his arms lifted him off the ground, moving him towards the room's exit. "Hey wait!" Spiderman tried to stop the man from leaving but he was met with a powerful tail strike to the stomach sending him through several crates before colliding with the stonewall. The wall had cracked from the impact of the collision. "I will break your bones and feats on your corpse!" The Lizard charged at the downed hero, but Spiderman was able to recover in time. He rolled out of the way, narrowly avoiding the claw strike that ripped through the broken wall.

"Come on Connors! You're acting crazy! What have you to gain from this!?" "I've have been given the power to do anything! Look at me! I'm stronger, faster and invincible! Even you cannot beat me!" Spiderman dodged another tail swipe from the monstrous scientist, he the delivered a venom shock fueled punch to the lizard's jaw. The blow was enough to stagger the oversized alligator. "It's not that I can't beat you, I just haven't found a way to do it without ripping your head off!" Spiderman then lunged at Connors. He unsheathed his claws and his mechanical arms. He tackled the Lizard head on, digging both his claws into the monster's stomach, while his arms dug into his back. The combined assault made the Lizard roar in pain as blood burst from the wounds. "Let's get some air!" Spiderman forced himself and his scaly foe of the broken window Octavius had dragged him through.

The duo plummeted from the building as the two beings slashed and clawed at each other. "You'll kill us both you fool!" The Lizard called out. "I thought you said you were 'immortal'!" Spiderman taunted his adversary as the aimed for street level. "I will kill you!" He screamed. Spiderman retracted his mechanical arms as he fired a web-line onto the Baxter building; he then kicked off of his reptilian foe. He watched as Connors slammed into the ground, leaving a massive crater.

He stood (perched) in shock as he looked at Connor as he miraculously began to drag himself out of his crater. His body was a broken mess, bones broken, muscles mush. "I'll …kill…you…!" "Doc what did he do to you?" Peter muttered in shock.

…

**Underground Lab**

Martha and William Connors ran through the facility, running for their lives. When the crossbreeds were released the guards had celebrated, they had let themselves get distracted. Then some of the crossbreeds had become erratic. Martha was no genetics expert like her husband, but she taught at a university for a living. She had heard the other scientist say the neural implants had started to glitch after they were directed to the Baxter building. Several of the creatures that had been kept to guard the labs had gone berserk. Their rampage not only killed the guards but the freed them in the process. Martha had taken the first chance she got to take her son and flee.

The two were now fleeing through the streets of Queens trying to avoid as many of the crossbreeds as possible. Unfortunately the path she had just taken had led her and her son right into a pack of crossbreeds. She and William fled down the street not even thinking of where they were going. This also turned into a bad move as her path led them straight into Spiderman and a giant green Lizard. She immediately recognized the creature as her husband. The Scientists had boasted about their success in turning her husband into the next generation of crossbreeds. "Curt!"

The Lizard (Now almost fully healed) turned to the familiar sound of his wife. "Martha? William?" He turned to see a horde of crossbreeds charging towards his family. It was at this point that the real Connors ripped his mind free from the neural implant Miles had forced on him and Otto. "My Family…! Nooooo!" Spiderman watched I amazement as Connor recovered not only from the physical damage that Peter had dealt to him, but he was also amazed at how Connors had ripped himself from the personality he had mere moments ago. Seeing that Connors' family was in danger Peter immediately leapt into action. The Lizard rushed into battle leaping in front of his family. "Stay behind me!" he shouted to his family. The crossbreeds lunged at the giant lizard trying to overpower him. To his credit the Lizard was far more powerful than the lower crossbreeds. He slammed his arms into the ground before ripping a chunk of the concrete out of the ground before hurling it at the crowd of monsters. The block of asphalt slammed into the horde scattering the monsters. Spiderman swung into the group firing shots of webbing into the crowd. Another group of monsters leapt onto Connors trying to get past him to attack his family. "You will not touch them!" The Lizard threw them off of his body slicing one of the crossbreeds in half. He then used his jaws to clamp down on another one. His jaws tore through the body of his prey before spitting it into the body of another creature. Seeing Connors being overwhelmed by the large group, Spiderman leapt to his aid unleashing all four of his arms and unsheathing his claws. He began to slice and stab every crossbreed he saw, firing off blasts of web to immobilize them after they went down.

"You will fall, you abominations!" Connors roared out slashing at a group of Vermin-styled monsters before using his tail so slam another rhino like monster into a building. "I'll show you why reptiles are kings of their domain!" Connors then launched himself forward slamming and punching every crossbreed in his path. "I'll tear you all apart!" Another monster tried to leap towards his family, but it was caught by Connors' enlarged hand. He then lifted the monster off the ground before chucking into the air. Spiderman vaulted over the Lizard and slammed his feet into the stomach of the airborne crossbreed, slamming it into another group. By now almost all of the crossbreeds were gone with only a handful remaining. Connors saw this and let out a fierce roar. It echoed through the streets for about seven seconds. The remaining crossbreeds began to whimper like scared dogs before bolting in the opposite direction, leaving the group of four alone. Curt looked down at his family relief washing over him as he saw they were unharmed. "Martha…I'm so sorry…" He said. His wife and son had tears in their eyes. "Oh Curt…what have they done to you?" Martha said barely above a whisper. Connors looked down at himself as if just realizing what his wife meant. He turned his head away in shame. "Dad…" William called out, but Connors refused to look at his family, partly out of fear, and partly out of shame.

Spiderman was about to intervene when he heard a helicopter moving towards them. He whirled around praying to God that I wasn't an SCU patrol chopper. Thankfully God seemed to have given him some favor today as the chopper belonged to none other than Silver. However, a horrible realization occurred to Peter as he saw it approach. Connors was still a crossbreed, they would open fire the moment they saw him. Thinking fast (and in his panic the best way to stop them) he leapt onto Connors back. This action shocked both his family and the Lizard himself. "What are you do-" "Just trust me! Lean down, other wise they'll fire!" realizing what he meant the Lizard knelt down on his knees. The chopper locked on top Connors but hesitated on firing when they saw Spiderman on his back flagging them down. Silver noticed this as well and used her communication piece to match the signal to Spiderman's. "What are you doing!?" She asked him. "He's cool, tell our forces to not include Connors as a target, he's back in control of his actions!" Silver looked a bit reluctant, not trusting the crossbreed. "I'm landing the Chopper hold tight!" The Helicopter slowed to a stop and Silver rappelled down to the street. "What do you mean he's back in control!?" Silver walked towards the pair, hand still hovering by her sidearm in case the Lizard tried something. Peter quickly explained what had happened when Connors had seen his family endangered by the crossbreeds.

"So he was able to regain his control due to his family being in danger, not the most unlikely story I've ever heard." Peter inwardly cheered that Silver had believed him so quickly. "Thanks, and I hat to ask this of you…but could you take Connors' family to safety?" Silver looked at the distraught mother and her son. The resulting scene made Silver's hardened facial mask soften. "Fine, I will take them across the bridge and out of Queens." "Thank you! I am in your debt." Connors said, extremely grateful to both Spiderman and Silver for their help. Spiderman and silver Helped Connor's family into the helicopter before Peter left however Martha stopped him. She looked him straight through the eyes of his mask. "Please, make sure Curt comes home safe, I'm begging you!" Peter didn't even hesitate before answering. "I swear to you, I will keep him safe. Silver take off now." With that said Silver shut the chopper doors as it rose into the air and flew away. Peter saw Connors watching the chopper leave. "They'll be fine." Spiderman said reassuring the scientist turned monster. "Silver will take care of them." Peter began to walk towards the Baxter building before the Lizard stepped in front of him, the monster then bent down placing the back of his neck in front of the young hero. "Rip it out." Connors said. It took a moment before Peter realized he was talking about the neural implants. He nodded his head before unsheathing his claws and jabbing them into the Lizards neck, making the beast grunt in pain. He dug around for about a minute before pulling out a small metallic centipede like device from the Lizard's neck. "Miles put them in us to control our actions, he made us follow his mad dream!" Connors growled as he remembered what Miles had done to him, Otto, and all the victims turned crossbreeds.

"We'll stop him, but we could use your help doc, you can still help these people." Connors hesitated before speaking. "Fine, but after this is over I want to be punished for my actions, even if they weren't my own. It is my penance for helping that mad man with his insane dream." "Deal. Is it safe to assume that Doc OC has one of those implants in his head? And with Venom?" Connors nodded his head. "Otto had one located at the bas of the neck, as for the symbiotic creature, it has a different type, it was incredibly difficult to control, so they implanted numerous implants to control him, it had mixed results as you saw." Spiderman nodded his head. 'So Eddie has more of those things controlling him. That might explain the increased aggression, in which case his increase in size is also explainable.'

Peter's line of thought was cut short when a large explosion occurred near the top of the Baxter building. "What the Hell!?" Spiderman wasted no time and rushed towards the building the Lizard tailing close behind him. They leapt onto the buildings surface and began to climb. Peter could only hope that the others were doing better than he was.

…

**Baxter Building, Floor 90**

Captain America slammed his shield into the face of a lizards-like crossbreed. The impact not only broke the creature's skull, but also sent it careening through a glass wall that divided the lab rooms. 'These things are persistent!' he thought to himself as he kicked another monster into its fellow beasts. He then threw his shield into another crossbreed slicing it down the middle. The group of heroes had almost made it to the top despite the los of Spiderman, knowing the web swinger he found a way to survive the fall. Currently they were only a floor below the lab that the Invisible woman and the Thing were residing in. Reed stretched himself out and wrapped around a group of the crossbreeds before hurling them across the room where they smashed into several desks and walls.

Hawkeye and Black widow were firing bullets/arrows at any crossbreed that they saw. The beast's numbers were starting to dwindle. Torch and Ironman began to fire off their respective projectiles as a horde of monsters stormed through the hallway. Torch unleashed a massive wave of flames that seared the monsters to their bones, although still alive the beasts would not be moving anytime soon. Captain America looked at his armored compatriot, "Ironman! Run a scan on the area ahead locate any primary targets!" "Got it." The armored hero walked several feet forward and responded. "Area ahead cleared, but I've got three heat signature beside the Storm and Grimm!" "Well who is it!?" Hawkeye said, this mission was really a pain to him. "Can't tell. I'd have to guess, Jackal and some of his cronies. The first two are headed towards the upper labs, the second one is heading towards … storage?" "What?" Reed asked. "Yeah, he' heading towards one of the storage areas. Isn't that where you keep sealed experiments?" "Yes it is, and there are some very dangerous ones in there! We need to split up to deal with this!" Cap looked at his assembled team before deciding. "Richards you take Widow and Hawkeye with you to the storage labs. The rest of the team with me will head up top and neutralize the threat." The assembled heroes nodded at the line up before going their separate ways.

…

**Lab Floors**

Susan Storm was almost finished with the analysis if of the new genetic sequence. The hologram flickered as the genes began to switch. The code began to twist before finally stabilizing. "**Genetic Code Accepted"** the robotic voice was more of a relief to Susan than it should have been coming from a machine, but at this moment she didn't care. She had finally designed the cure. "Herbie start the cure's cooking process as many as you can make!" "**Yes Mrs. Storm." **The voice responded. "Sussie ya done yet!?" Ben asked barging into the lab room. "Yeah I finally worked out the cure, it still gotta cook though." She said. "Well I hope it don't take long 'cause we got company!" Susan went to full alert as she heard this. "How long until they break through the blast doo-" Her sentence was cutoff as a large crashing noise echoed through the lab room. "Never mind!" She said readying herself for a fight.

A large green reptile like creature then shattered the lab doors. "Iguana, please deal with these annoyances for me." Miles said as he walked through the lab. The monster now known as iguana leapt at the thing only to be met by a massive orange fist. It sent the beast hurtling into a glass wall. "You ain't taken me down so easily!" The thing then lifted a large table before chucking it at Miles who simply smashed his fist through the object. Miles was about to retaliate when an invisible wall slammed into him. He landed on the floor with the Invisible Woman ready for another onslaught. "My dear you have no ide what you are up against" Miles spoke up as he rose to his feet. "I'm pretty sure I do, a second rate Dr. Doom who has a boner for mutating people into monsters!" Miles merely chuckled. "OH they weren't the only ones that I experimented on. I also messed around with my own genetic code." Miles face began to contort in pain, his shoulders began to expand as did his muscles and bones, his body began to grow green Fur Ben saw this sight and both he and Sue stepped back in shock as the former man now finished his transformation. He finally spoke in a deep throaty voice. "You have no idea how much trouble you are in!"

…..

**Oscorp Labs**

Michael Morbius finally arrived on the floor Norman Osborn had instructed him to meet him at. He saw his boss looking over the balcony that stood above the lobby. "Mr. Osborn, I have the sample." Norman turned around and took the serum as he again returned to looking at the filled lobby. His attention however was grabbed when the elevator door opened to reveal Harry walking towards him with an electronic clipboard. "Dad your security force is suggesting the idea of using the delivery vans to move people out of the building. What do you think?" Norman thought this over for a moment. "Fine have at least two security guards with the vans, once they hit the bridge they unload and come right back." Harry nodded before typing in some commands on the device.

Before anything else could be said a loud crashing noise heard followed by several scream and then all hell broke loose. The crossbreeds had remarkably broken into the building. The security force quickly recovered from the initial shock and began to open fire riddling a group of the monsters with bullets. "Get everybody out of here!" Norman shouted to any guard that could hear him. People began to panic and ran for their lives. Norman quickly realized how bad the situation had become. "Dad we have to leave now!" Harry's words were lost on Norman as he stared at the syringe that lay in his hands. He raised the device to his arm. "Dad what are y-" Harry never finished his sentence as a bat crossbreed flew straight into the balcony slamming the two men into the ground. Harry was sent flying into the wall and collapsed near the formula of OZ. Norman was sent several feet from his son. He looked up to see the massive bat monster glaring at him with hungry eyes.

"Dad…!" Harry looked up in horror as he saw his father at the feet and mercy of a mindless monster. He looked down to his right and saw the formula of OZ. He had scene several files that held vague details about the secret project. All of it was connected to the original super soldier serum that was used to create Captain America, the first super hero. Seeing his father in front of him, the monster's arm ready to strike, Harry did the only sensible thing that came to his mind. He grabbed the formula of OZ and slammed it into his arm. Instantly, a rush of unimaginable pain eclipsed all other senses. Harry let out a fierce cry of pain, drawing the attention of both the bat monster and his father. Norman saw his son keeled over in pain, the syringe of OZ empty next to him. "Harry…no…" Norman muttered as he saw his son began to burn and grow in size. His skin began to burn searing off most of his shirt and pants. Where there once stood Harry Osborn, now stood a giant of orange and scaly flesh will small flames dancing across his body. The beast snarled at the bat monster. Its face contorted in an anger filled expression, the two pointed horns and ears further made the monster more intimidating. As if some semblance of thought besides hunger occurred in the crossbreed it began to back away in fear. The goblin like behemoth saw this action and was not pleased. It leapt forward slamming its body into that of the crossbreed's slamming it into the wall. It grabbed the beast by its head before the beast screeched in pain as its head began to smoke and burn. It let out one last shriek of pain before it burst into flames.

Norman stood in awe of the creature that had once been his son. "Harry…?" he muttered. The goblin turned its head towards the familiar voice of its parent. When he laid eyes on his father's collapsed form it revealed a sinister grin. "Hello Father."

**Hope you guys liked this one! Please read the character bois for my X-men fanfiction, I would really like some feed back or more character ideas. **


	25. Chapter 25

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will end arc 1 but the next one will be just as big.**

**Chapter 25**

**End Game**

…

**Queens City Hall, two hours ago**

Brock Rumlow walked into the Mayor's office, although it might have well been his office now. The mayor looked horrible sweat soaked and terrified at the events that had happened. Rumlow had called him to enact full, unrestricted use of heavy artillery that the SCU had on hand. The result had been just as much devastation as the monster's had caused. "Rumlow this has to stop as the mayor I'm ordering you to ceas-" his sentence ended abruptly as a gunshot echoed through the room. The lifeless body of the mayor fell to the floor, a bullet lodged in his skull. "I just came here to tie up loose ends." Rumlow stated before leaving the office fully intent on eliminating the post-human menaces, all heroes included. "Prep the chopper for launch I'll be there in ten minutes." He finished speaking into his radio before walking onto the streets of Queens. From what his troops had told him, the regular cops had turned traitor, allying with a mercenary group to deal with his own troops. 'Stacy, you stupid vigilante sympathizer.' He then walked down the street gearing for his own self-prepared war.

…**..**

**Baxter Building, outside**

Peter and Connors raced up the side of the building Peter using his webbing and adhesive abilities, Connors with his enhanced strength and claws. The explosion hadn't been anything awe encompassing, but it was still rather big. This had spurred both of the super powered individuals into action. Their climb however was soon interrupted. The two beings looked up into the sky as they saw a large SCU chopper headed towards the Baxter building, or more specifically, towards them. The gunship lowered itself to their level before a side door opened revealing an armored soldier at the trigger of a machine gun turret. The mounted weapon roared to life as it rained shrapnel down on both Spiderman and his new reptilian ally.

While Peter was able to dodge the incoming fire, Connors was not. He was met with blinding pain as hot metal pierced his hide. To the beast's credit, he did not let go of the building and continued to climb. Peter knew that Connors' advanced healing would keep him alive a bit longer, but under that type of firepower, even the Lizard could be killed. Acting fast Spiderman leapt off the building aiming straight for the helicopter. He slammed into the gunner with enough force to put a dent in the chopper, one that could be seen from the outside. The gunner however was far from finished as he delivered a solid kick to the super human's chest. The kick was far more powerful than it should have been for a normal human. The attack had almost sent Spiderman out of the chopper and onto the streets below. He saved himself via grabbing the chopper door. He then pulled himself in to deliver a stomp kick right into the soldier's head. The blow struck head on, cracking the helmet. The helmet fell to the ground revealing an older man of about forty with a black stubble beard, and brown eyes. He had the hardened look of a man who had taken lives and seen the worst of what war could do; Brock Rumlow was no one to mess around with. "You damn vigilante!" He charged at Peter faster than he could react slamming the young hero into the cockpit door almost breaking it.

"You post-human freaks need to die!" Spiderman grappled with the man before reversing their positions. He slammed Rumlow into the cockpit door before hammering him with a flurry of punches. "Yeah and like your so normal!" peter could tell from their short fight that Rumlow was anything but human. "I'm more human that the rest of you abominations!" he kicked Peter off of him before drawing his handgun. Peter grabbed his firing arm and angled it back, despite this Rumlow still fired. The bullets rebounded inside the chopper, several of them slammed into the cockpit area killing the unsuspecting pilots. The chopper immediately began to take a nosedive. Connors, having recovered from the initial injuries Rumlow had inflicted on him, looked at the spiraling chopper. "Spiderman get out of there!" Peter heard his crossbreed compatriot, but there was little he could do in this situation as Rumlow gave him no chance to escape. "I will kill you then all your other freaky friends!" He delivered a powerful punch to Spiderman's head disorienting him. "And after you all are dead, I'll pay those traitors in the police force a visit. Starting with Stacy!" Hearing this finally snapped Peter out of his disoriented state. Rumlow drew his knife and delivered a two handed stab, or he would have if a red mechanical claw hadn't slice his right hand off.

Rumlow stared in shock as he saw his right hand drop to the chopper floor and tumble out the opened side of the vehicle. Blood spurted from the wound before he let a cry of pain. "Arrrgghhh!" He dropped down to his knees as the web-swinging vigilante clung to the chopper as it rapidly approached the ground. He leapt from the chopper, Rumlow recovering enough to do the same. The chopper smashed into the roof of a six-story building and plummeted to the ground floor. Peter picked himself off of the roof and looked around at his surroundings. He looked at the damage that the chopper had caused and prayed that no one had been inside when the chopper crashed. His prayers were cut short when his spider-sense warned him of approaching danger. He whirled around just in time to see a knife being thrown directly at his face. He caught the blade by its handle, and by instinct drilled into him by Kraven's training hurled it at his attacker. The knife struck Rumlow directly in his stomach, lodging itself below his ribs. He collapsed to his knees, blood seeping from his new wound, and the stump that had once been his right hand. Peter walked towards him, anger burning inside of him. He grabbed the handle of the knife and pulled it free of the man's stomach. Rumlow let out a brief gasp of pain, but it quickly died. "Finish…it…" he said in a raspy voice, clearly at the end of his rope. Spiderman raised the knife before chucking it to the side. Rumlow looked up at him, his eyes bloodshot with bags forming under them, he looked as pale as a ghost.

"I'm not gonna kill you." Spiderman said as he began to walk away but spoke one last sentence. "But I don't have to save you either." He then dived off the building, firing web-lines as he began to return to the Baxter Building. Rumlow was left on the roof of the now burning building, kneeling in a slowly growing pool of his own blood.

….

**Oscorp labs**

The orange goblin creature smiled down wickedly at his still shocked father. "Hello dad." The goblin said looking at Norman. He then looked overs the balcony's edge to see more crossbreeds attacking people. Smiling with wicked intent, "This will be fun!" he then leapt off the balcony and landed in the middle of the lobby floor. The crossbreeds looked at the new arrival before charging it. The goblin merely grinned at the new challenge. He charged the monster's rank punching and kicking every crossbreed that came within his range of attack. Several crossbreeds were lucky enough to get the drop on the orange goliath and began to dog pile on top of him. The goblin snarled in anger as he was brought to his knees by the animal themed monsters. He let out a roar of defiance before his body released a massive burst of flames. The force and heat of the blast sent the now burning crossbreeds in all directions.

All throughout the fight Norman stood by the balcony's railing, looking down at his son. He watched as the goblin, empowered with the OZ formula, rip through the crowd of monsters with ease. He let an unnervingly ecstatic smile spread across his face. "It's even more powerful than I imagined! Harry my boy, you have made me proud this day!" Unbeknownst two the two men, a third figure had witnessed the scene of Harry's transformation and current ongoing fight between the goblin and the crossbreeds. Liz Allen looked at her mutated boyfriend in fear. "Harry…what's happened to you!?" she whispered. As the battle continued Liz was overcome with fear and fled from the scene. She ran out of Oscorp and headed down the street. She didn't know where she was heading, the city looked like a war zone, nothing was familiar. She continued down the street, finally stopping to catch her breath at the remains of what seemed like a restaurant. "What the hell is going on!?" she muttered, completely confused at the situation. The city was a war zone, one of her best friends was missing, monsters were roaming the streets, the SCU were going crazy, and her boyfriend had just turned into a hulking monster.

She finally seemed to have calmed down, when a loud banging noise was heard in the restaurant alley. Against her better judgment she approached the area. The sight she saw looked straight out of a horror movie. A large rat like crossbred was currently busy at work eating the remains of an SCU officer's corpse. Liz stared in silent horror as she slowly began to back away. As she backed away she lost her footing and fell backwards landing on the ground. The slight noise was all it took for the monster to turn its attention to the frightened teen. The monster stood up on its legs and slowly walked towards its ne prey. Liz couldn't move out of pure fear. She was going to die. She was going to die at the hands of this monster and no one would know. The crossbreed leapt at the petrified girl mouth opened, claws out stretched. Liz finally mustered enough energy to bring her hands up in defense. Her hands began to glow, and Liz could feel her skin burning. The crossbreed however was too late to realize the danger this presented. It continued it charge without a second thought. To Liz's horror and relief the crossbreed began to burn before exploding into a cloud of burnt body parts and embers. Liz sat where she was, in complete shock. She looked down at her hands before looking at the remains of the monster. "What the hell is happening!?" she exclaimed.

….

**Baxter Building**

Reed Richards was normally a calm man, he didn't like to panic or experience anxiety, but as a human he was fated to experience these thoughts and feelings at some point in his life. He wished to god that now was not the time to feel them. He was currently racing down the hall with both Black Widow and Hawkeye trailing close behind him. They were close to the storage room, one that held some of the more dangerous experiments meant to be sealed. It didn't help that his fiancé and best friend were in the path of a raging psychopath who was stronger than he looked according to Spiderman. Although Reed didn't know the young man personally, he could tell that when the young hero dropped his sarcastic tone, shit was about to hit the fan. The trio finally reached the heavy vault door that kept the storage areas safe. Or they would have had the vault still been in one piece. Where the vault door should have been now lay a gigantic opening in the wall. The metal was bent and twisted, the hinges broken and mangled. Reed was really starting to worry now.

The group rushed into the vault room looking for any sign of the perpetrator. All they saw as a large room filled with metal containers that were currently holding god-knows-what. The seemingly vacant room was then disrupted as four mechanical tentacles whirled around a set of crates and attempted to slam the heroes. Reed stretched his body out, twisting and turning around the arms heading straight for their source. Hawkeye and Widow, both nimbly dodged the deadly appendages, firing their respective weapons at the tentacles. Reed stretched himself out around the crated the arms had smashed through before, once around the obstruction he saw the man controlling them. Seeing Mr. Fantastic approach, Doc OC recalled his arms and began a defensive retreat, flailing his tentacle at the pliable hero. Richards evaded the incoming attacks, throwing his own punches into the fray. Several of his attacks found their mark striking Otto and sending him flying into another crate. The octopus themed villain recovered quickly, retaliating by unleashing his arms at Mr. Fantastic, nailing him in the stomach. Pushing his advantage, Octavius unleashed an electric surge that ripped through Reed's body make him howl in pain. Otto flung the limp body of Mr. Fantastic at the two remaining heroes. Hawkeye and Black Widow dodged the attack. Wise-ass archer unleashed a volley of arrows; all but one arrow deflected of the madman's revolving arms.

The last arrow had a specialized polymer that clung to the metallic arm. It began to blink before sending a torrent of electricity into the arm. The electric shock traveled down the arm and into its wielder. Oactavius let out a cry of pain as his body was dealt a near lethal dosage of electricity. "Doesn't feel so good, does it jackass!?" Widow took this opportunity to fire several bullets at the currently stunned villain. Otto was able to raise his remaining tentacles to deflect most of the projectiles but two found their mark in his left shoulder and right kneecap. Otto screamed in pain as he collapsed to the floor. Widow leapt into the air and delivered a guillotine drop kick to the man's head. Otto met the ground face first with a resounding crack. The man lay motionless on the ground as the electric arrow finally lost its charge. "Well that's one problem down." Hawkeye said, nudging their downed adversary with his foot. Widow helped a recovering Mr. Fantastic onto his feet. "True…but we don't know what he was doing here to begin with." Reed added grimly. "So what equipment were they after?" Widow questioned. Reed extended hi body so he could reach a computer terminal built into the wall. "Any experiment that's has been unsealed will be registered on the manifest. So far it looks like he was after one item specifically…" Reed suddenly halted mid sentence as he looked more closely at the manifest displayed on screen. "He was looking for an experiment in our upper storage areas, the same floor as the main labs!" "So where is that?" Hawkeye asked. "Right above us, where the rest of the team is located." Widow replied. "We need to move now!" Reed said. The group then bolted for the access doors that would lead them towards the next floor.

…

**Main Labs**

The second team consisting of Captain America, The Human Torch, and Iron Man headed for the final access door that would lead to the main labs. When they reached the door they saw it was knocked off its hinges and the frame had been demolished. "What the…?" Captain America began to say before the Human Torch flew straight past him, looking for his teammates. He flew for about eight seconds before he had to dodge an incoming table, the makeshift projectile smashed into the wall behind him, shattering against the hard surface. Johnny Turned to look at his assailant. What he saw was monstrous. The creature in front of him was larger than the Hulk; it had green fur covering its body from head to toes. Its body was composed of large muscles, and its hands in ended clawed appendages. The creature had a face that resembled an animals or more specifically a Jackal. It snarled at the young hero, revealing it jagged teeth.

"You annoyances keep showing up one after another." Johnny looked behind the massive crossbreed and saw, to his horror, his sister and Ben unconscious. Both looked battered and bloody. Rage surged through the youngest member of the FF. "You bastard!" he let loose a massive torrent of flame, filling the room with the intense flame. The jackal monster met the attack head on bathing in the inferno that the Human Torch had unleashed. He miraculously survived the attack and seized the young super human by the throat. Although gasping for air Torch could see his attack was somewhat effective. The monster's hide was covered I burnt hair and tissue, with some exposed bone as well. The monster slammed the young man into the ground repeatedly until Johnny was unconscious, blood dripping down his face. The monster raised the incapacitated hero to his jaws where he opened his gaping mouth to devour his prey. Before he could snap his jaws to end the young hero he was blasted through the chest with two beams of blue energy. The jackal-like monster stumbled backwards as the gaping hole in its chest began to heal. "Who dares…!" his comment was cut short when a yellow and gold figure fired another barrage of blue lasers at the monster. It howled in pain as the repulsor beams seared away his flesh. "Back off asshole!" Ironman blasted into the room and flew straight into the monster's stomach. The impact pushed the creature into a set of nearby columns that shattered under the force of the Jackal's landing. The beast slowly picked itself up. "You dare to attack the Jackal!" Ironman landed in front of Johnny shielding the unconscious teen from the upcoming fight. "Great, now I have a Hulk wannabe." "I assure you I am far superior the that mass of rage! I am an the messiah of the new world!" Ironman could only grimace at this. 'Great he's a self proclaimed Messiah, he is a fanatic. Just fucking great!' The monstrous beast roared at the top of its lungs but was silenced when a red and blue shield slammed into his hide creating a deep gash in its stomach.

"Last time I saw people standing above other, we had a big disagreement." Cap stood side by side with his armored teammate. "So tell me son, how do you want this to go down?" "You fools! Iguana!" The two Avengers whirled around as a large lizard-like crossbreed lunged at them from the ceiling. Instead of dodging, Captain America hurled his retrieved shield at the incoming creature. The combined speed of Iguana's descent and the force of the thrown shield sliced the incoming crossbred cleanly in half. Its split boy dropped to the floor unmoving. "Well that was anti-climatic." Ironman said. The two heroes turned to see the Jackal, now fully healed looking even more pissed. "You dare to interfere with my vision!? I will rend you all apart!" The monster lunged forward at the two Avengers, who both leapt out of the way. The Jackal smashed through the labs walls and began his assault on the heroes. He lunged towards Ironman who flew out of the way of the beast's rampage. Captain America lunge forward, slamming his shield into the monster's back. The Jackal quickly recovered and slashed the super soldier across the chest, sending him through a wall in the process. Ironman unleashed a barrage of repulsor fire to slow the Jackal down. The monster stormed forward finally grasping the armored Avenger before slamming him into the ground in the same way that he had done to the Human Torch. "Graaaah!"Ironman finally retaliated by unleashing an energy blade from the top portion of his wrist. He plunged the weapon into the Jackal's neck attempting to behead the behemoth. "Rahhhh!" The Jackal howled as he threw the armored hero through several walls. Mile's Warren grasped his neck to stop the bleeding. His healing factor was being pushed to its limit.

Mile's enhanced hearing detected a whirring noise that was quickly getting louder. He moved just in time to avoid Captain America's shield. The weapon rebounded off the walls before landing back in the hands of its wielder. The super soldier had several scratches, and gashes across his suit and body. "I'm not going down do easily!" A table went slamming through the opening in the wall (caused by Ironman). The armored super hero trudged out of the hole, badly damaged (armor wrenched and sparking). "This armor doesn't come cheap, asshole! I'm gonna get my money's worth beating you to a pulp!" The Jackal snarled at the reappearance of the two Ultimates, but he was more enraged at the fact that he now smelled several new scents flooding the hallway outside the room. Several figures burst into the room. Reed Richards looked at the Jackal in shock, but that shock quickly turned to rage as his eyes roamed over his team, his family. He gazed at his soon to be brother-in-law, and his best friend, but when his eyes fell upon his fiancé's beaten form any shred of self restraint evaporated like steam. "You bastaaaarddd!" Reed stretched to a humongous from covering a third of the labs size swinging his enlarged arms while rapping himself around the monster's body. He unleashed a full flurry of punches each one stronger than the last. The Jackal was stunned by the onslaught from the normally restrained Mr. Fantastic. Said hero began to constrict around the neck and torso of the enlarged monster. "Lets see how well you breathe when there's enough pressure to crush an elephant!" The elastic hero continued to constrict his body; he could hear the Jackals bones beginning to snap. "I will not be stopped by such …insolent fools!" The Jackal miraculously ripped himself free of the full-body strangle hold Mr. Fantastic had held him in. He grabbed onto the elongated hero and hurled him into a stone column. The other heroes leapt into action. Widow and Hawkeye began to pepper the Jackal with bullets and arrows. The Jackal barreled through the assembled group and into the hallway, his form converting from the giant bipedal form to a large green jackal/wolf creature. He bolted down the hallway attempting to flee.

"I'll go after him!" Ironman took off in pursuit of the fleeing monster. "Hawkeye, Widow lets move!" Captain America readied his team to pursue but was stopped by a recovering Reed. "We need to stop his plan!" "What would that be?" Cap asked. "He's planning on using the genetic atomizer to convert everyone in the city into crossbreeds. He had us analyze his experiments to create a cure. Now that the info needed for genetic engineering is encoded into the atomizer he'll use it as a bomb. Anyone caught in the energy field it releases will be mutated into crossbreeds." Cap looked horrified at the idea. "How do we disarm it?!" "We can't disarm it. Instead, I think we might be able to utilize the cure in the machines blast, if encoded we can reverse the machine's intended effects." "So we turn every crossbreed in the city human again. Then where is the cure?" A now conscious Sue answered Hawkeye's question. "It's with the Jackal…" She was still badly bleeding and Reed rushed to her aid to help stop the bleeding. "Lets get going then, Octavius is down, and we can probably assume Spiderman has the Lizard busy." Widow's speculation seemed pretty dead on. "Reed stay here with your team and prep the machine for your plan." The scientist nodded his head in agreement as he supported his fiancé. "Avengers move out!"

…

**Baxter Building**

The Jackal ran through the hallways of the building, heading towards its roof. His plan was going smoothly despite losing both Ovtavius and the symbiote. Now all he had to do was bide his time and wait for his device to detonate. Then he could subjugate the entire populace of New York under his control. 'Those fools can't stop me without the cure.' He raised his hand and opened his hand to reveal a glowing vile of blue liquid. 'Let's see if they can stop me without this!' he exited the hallway onto the building roof, an empty area for helicopters and aerial vehicles. He began his transformation back into his hybrid form and stomped towards the buildings edge. He looked at the cure one last time before he chucked the object off the roof. He began to walk away from the edge, but stopped when he heard a 'thwip' sound. He turned around, and his expression turned from calm and confident, to enraged and horrified. Across the roof sat Spiderman, casually tossing the cure up in the air before catching it. "Well this looks pretty important. So how you doing Miles?" His sarcastic tone only served to irritate the Jackal even more. "You are too late! In just a few minutes this city will be mine! My life's work will finally be realized! That fool parker stole everything from me! And now he will know that I was a million times better than he was!" This little rant sparked some in anger that had been boiling inside him for quite some time. "What do the Parkers have to do with all this?" "Not the Parkers! Richard, he stole my work, decided that it was dangerous and absurd! I was trying to help humanity! Beings like you and me are the true inheritors of the Earth, not the stagnant worms that we surround ourselves with!" Peter couldn't believe what he was hearing. This guy had gone off the deep end because of a dispute with his dad. "You are fucking insane! You caused all of this" Spiderman gestured to the ruined landscape of what was once New York City, "for a fucking argument over a science project! You are a complete lunatic. Humanity is not weak. Look at what we done to your monsters! Look at you! Your tired beaten and about to lose! You've lost! Humans win!" This declaration only enraged Miles more. "You insolent little runt!" "Hey I'm sensitive about my height!" Before either could make a move a red and gold figure burst onto the roof. "Miss me asshole?" Miles snarled at the new arrival, Peter however was more than appreciative of Ironman's arrival. "Shell-head! Catch!" Peter then threw the vile of cure at the armored Ultimate. Seeing the object Ironman caught it in his left hand. "Get that to Richards! Me and my scaly friend have a score to settle with this freak!" Ironman decided to trust the hero as he flew off down the building to deliver the cure to Richards.

The Jackal attempted to pursue, but was met with a powerful drop kick by the black and red clad hero. The Jackal stumbled back several feet before he regained his footing. Miles once again attempted to lunge forward but was hit by several shots of impact webbing. The concrete-gum like material held the Jackal at bay for several moments. Spiderman fired a normal web-line that stuck to the Jackal's maw; he then delivered what could be a lethal amount of bioelectricity into his webbing. The electric jolt coursed through Mile's body causing him to spasm, but the madman stayed conscious throughout the whole ordeal. Mile's miraculously ripped through the impact webbing and stormed towards the shocked wall-crawler. Peter prepared to doge but a loud crushing noise distracted him. Before Miles could reach Spiderman a large green blur slammed into his side. Miles was tackled to the ground and then thrown across the roof by his assailant. He looked up to see his very own creation, the Lizard. "Connors? What are you doing kill him!" The enraged reptile growled at the Jackals command. "I'm not your pet anymore!" the enraged beast lunged towards its former master intent on disemboweling him. "You traitor!" Miles roared as he met his crossbreed counter part in a fierce clash. "You threatened my family! You defiled my mind! You turned me into one of your abominations!" Connors slashed and clawed at miles, biting and punching him with all the force his reptilian foe could muster. The Jackal however was fairing rather well. "I gave you a new body! One free of age and deformity! Yet you choose to be human! You choose to be weak!" The Jackal slammed into the Lizard offsetting the creature's balance; this gave Miles the opportunity to deliver a powerful slash into the Lizards stomach, followed by a powerful kick. The Lizard was sent sprawling on the ground. 

Before the Jackal could deliver a killing blow, Spiderman planted a firm dual kick into the beast's face. "Raaahhhhh!" The jackal tried to swipe at the nimble hero, but he couldn't hit him. "Stand still you annoying insect!" "For the last time! Spiders!" Spiderman delivered a powerful blow to Mile's jaw (a snapping noise was heard at the impact), "Are!" he followed up with a slash if his claws (cutting into the Jackal's hide), "Arachnids!" He finished his barrage with a powerful knee to the jaw. Whatever bones were still intact in the Jackal's jaw shattered as Spiderman drove his knee into the monster's lower skull. "Uuurrrghhh!" the Jackal spewed blood from his mouth as he fell on his back. Spiderman stood over his foe, claws still unsheathed. "You're done!" Peter turned his head to see the form of the Lizard bleeding. "Connors!" Spiderman rushed to the scientist's aid. "Hey stay with me man…" Peter looked down at the monster's wounds. They were nothing serious about them, but there were still several bruised areas and bleeding cuts. 'I guess overloading the crossbreeds healing factor can cause some lasting damage.' Peter's thoughts were interrupted when he heard a scraping noise emanating from behind him. Spiderman world around to see the bloody form of the Jackal slowly rising from the ground. His body was cut and bleeding, it was a miracle on how his healing factor hadn't given in by this point. "You…ruined everything!" the Jackal began to stumble forward readying its claws. He lunged forward to attack, but was met with four red mechanical claws that stabbed through his stomach, shoulder and upper back. Spider man drove his fists forward sending venom-shocks throughout his body, further damaging the half dead Jackal. Miles finally stopped struggling and Peter threw the nearly dead scientist onto the rooftop. But the Jackal began to stand yet again. 'You've got to be kidding me!' Peter thought. Before the Jackal could make another move a flying shield sliced through the beast's right arm, severing it from his body. Miles howled in pain as his armed fell to the ground, useless. He was then met by several arrows piercing his chest and left eye. He collapsed on his knees as his form began to regress to that of a human's. Miles Warren sat on the ground, bloody, beaten and defeated. Peter saw Captain America and Hawkeye slowly approaching the scene. Peter fired a web-line and snagged the hero's shield before yanking it back to him. He looked over the broken form of the doctor that had once been the friend to his parents, and the brother to his teacher. "Its over Miles. We have the cure, your army is beaten, Octavius is down, Connors is against you, and your body is broken. Face it you fucking lunatic, you lost, humanity one." Miles remained motionless as he continued to sit on the ground. Spiderman waked forward and kneeled down in front of him, "Jackal! …Warren…" The man continued to look down on the ground before muttering something. Peter leaned in closer to listen. "I did it…I proved Richard wrong…it …was …amazing…" Peter rose from his position; he then turned and walked toward the group of heroes that stood before him. "What did he say?" Cap asked him, eyes still fixed on Miles. "He's crazy…" "Well we can't let him go." Hawkeye said. Spiderman turned to look at him, realizing what he had meant. "Do it." Spiderman then walked towards the Lizard to check on his condition. "Do it quickly Clint!" Cap said as he walked away to speak through his communicator. Spiderman kept his eyes to the ground not wanting to see the scene that was about to occur. As much as he knew this was wrong, he couldn't in good conscious let Miles live, not after what he had done.

Hawkeye stood firm as he readied his bow and notched an arrow into place. "See ya mother-fucker!" he then released the drawstring and let the arrow soar. The arrow impaled itself through the skull of the deranged scientist. "Three…two…one…Bang!" as soon as the words left his mouth, the Jackal's skull exploded. Blood and brains splattered onto the rooftop. Peter stood up from his position next to a recovering Connors. "So what's the plan for the crossbreeds?" Captain America looked at him before speaking. "Reed says and I quote 'Look, smile, and wait for the flash'." "The hell does that m-" Peter's question was cut short when the Baxter building began to shake and a massive blast wave emanated from the building. A blinding flash of light that swept over the entire city of New York quickly followed the shockwave. Peter looked away and covered his eyes trying to recover from the blinding light, even his reflective lenses barely helped to shield his eyes from the light. When the blinding flash suddenly subsided, Peter looked down to see the Lizard shedding his skin. It took a moment for Spiderman to realize what had happened. "Richards distributed the cure through that flash didn't he?" Hawkeye walked over to the masked teenager before answering. "Yeah, don't know the science and don't care. It worked." Peter looked back down at the now human Connors and smiled. He looked out around the city, as he did so his smile dropped. The city was damaged, hundreds had probably been killed, thousands traumatized. "You did your best son." At these words Peter looked at Captain America. "You did what you could, we all did. We can't save everyone, no matter how hard you try." Peter's thoughts flashed to uncle Ben and then to Mac. "Your right on that. But we still might need to help with tis mess." Spiderman gestured to the ruined city. "I think we might be getting some help with that." Hawk eye pointed to a group of incoming choppers, each one having a SHIELD emblem on them. Peter smiled, 'Guess were not on our own afterwards.'

**Phew! This was a long one but I hope you all enjoy it. I will be starting my avengers and X-men stories soon. This story is not even close to being done, but you will see more characters and more villains. **


	26. Chapter 26

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 26**

**Birth of sin**

**New York City, 1 Month Later**

Spiderman swung through the city of New York, leaping and vaulting into the air. A month had passed since the Crossbreed invasion of New York. Things had gotten back to normal, or as close to normal as Peter's life had been previously. After Reed Richard's genetic wave all the infected had been returned to their human forms. All except the originals, Vermin, and Scorpion. According to the Invisible Woman Vermin had never been human. Its DNA was originally one of the experimental rodents from Oscorp's genetics lab; Miles had apparently spliced the DNA of the rodent with a human's as part of his experiments. Mac, however, was still trapped as a near mindless monster. SHIELD had taken both Vermin and The Scorpion into their custody. From What Captain America had told him, they would be incarcerated in the Triskelion. Needless to say peter was not happy about Mac's position, but he knew there no other options short of killing Scorpion. Connor's had been taken by SHIELD as well, but Jessica had assured a concerned Peter that the arrangement was not permanent.

Spiderman swung onto a nearby building and clung to its surface. He then began to crawl up the towering structure to overlook his recovering city. He could still remember when SHIELD finally arrived to aid in the repairs of New York. The city was still recovering, but most of it was like nothing had ever happened. Peter still remembered when the Director of SHIELD had spoken to him.

…**...**

**Baxter Building, One Month Earlier**

Spiderman and the gathered heroes had been repairing the destroyed area around the city. Spiderman himself had been assigned to aid the Fantastic Four with repairing part of the Baxter Building. Spiderman lifted a large piece of rubble off of a pile of machines. "Man, Dr. Richards how much tech do you just leave lying around in the building?" Reed Richards stretched himself over the area and examined the pile of broken equipment. After a moment, in which Reed scanned the rubble with a portable scanner, he decided to answer Peter's question. "Well as you know the Baxter Building isn't just our home but a think-tank for many gifted individuals of all ages. Normally the students would be conducting their research and experiments now. But due to the attack on the building we had them evacuated. After repairs are done they can return." Peter thought this over before answering. "So they had to up and leave all their stuff? That kinda sucks." The Thing walked over to the two individuals carrying a large pipe. He dropped the piece of debris in an ever-growing pile of rubble. "Yeah well they can salvage pretty much anything with the brains they're carrying around in their skulls, so it shouldn't be a problem." Spiderman took another look around the building before he saw a black man wearing a long trench coat approach the heroes. Ben and Reed followed Spiderman's line of sight. Reed was the first to speak. "Director Fury, what an unexpected visit." Fury continued on his path until he stopped in front of Peter. "Its good to meet you after a while Mr. Parker." Peter stepped back in shock, unsheathing his claws as he did so. "How did y-" "I'm Nick Fury director of SHIELD." Spiderman looked at the man in surprise. 'This guy is the dude Jess wants me to work with!? Man I do not like the vibe he gives off!' Fury simply smiled at the young vigilante's reaction. He then turned to look at Reed and Ben, "I know I really have no right to ask this, but do you mind if I could speak to Spiderman alone?" Mr. Fantastic and the Thing looked over to the young hero, seeking his permission. Peter nodded in response. "Fine, but so long as you're here you could get some of your agents to help in the repair efforts." Fury smiled at Reeds suggestion, knowing it was more or less and ultimatum before the FF decided to kick the Spy out of their building. "I already assigned the clean up crew to help. They might need some oversight on what not mess with though." Richards nodded at this before he and Ben walked off, leaving Fury alone with Peter.

"Jessica has told me a lot about you Peter." Spiderman retracted his claws, but he still remained on guard. "Yeah and the same to you, Jess really seems to admire you." "Can't say that I'm the best role model for her, but I like to think she turned out okay." Peter looked over the damaged area they stood in before he spoke. "Did you help her when SHIELD found her?" Fury looked at Peter before smiling. "She was a keeper according to what Widow told me." Peter looked a little surprised at this statement. "Romanoff was the one who found your sister, I helped to keep her clear with SHIELD, our organization isn't very friendly with Hydra, even with former members." "I guess I should thank you for keeping her semi-safe." Peter said rather reluctantly. Fury smirked in response. "I couldn't let my top agent's daughter be kept in Hydra's hands." Peter looked even more shocked at this comment. "My mom was your top agent!?" "Guess Jess left that part out from your little catch-up sessions." "She told me mom was SHIELD, but never that high up." Fury gave a small laugh. "Well she'd be proud of you, your father to." Peter looked at Fury before giving a response. "So are you trying to sell me a pitch to join SHIELD? I doubt this was just a social call." Fury nodded at the young man's guess. "Technically you don't have to decide until your eighteen. But knowing ahead of time might work for your benefit." Peter looked at the man before speaking again. "I told Jess when it's time I'll decide. Thanks for the help, but I can't decide just yet." Spiderman then walked past Fury to rejoin the clean up effort. Fury gave another smirk as the young hero walked off. "Kid is just like his mom."

…

**Present**

Peter took a deep breath, as he over looked the city. "Man…it's good to kick back and enjoy the view. He sat overlooking his city before his communicator went off. "Sup?" "Hey Pete, MJ here." Peter stood up on the ledge he had been using as a seat. "What's up? Do we have a robbery? Mugging? Car chase?" "No!" Gwen's shout cut off Peter's line of questioning. "We are heading home for the night. There are only so many excuses we can use before our families get suspicious." "Alright, be safe. I should be able to handle the rest of patrol by myself. Thanks for the heads up." "No prob!" The line then ended as Peter again sat down on the ledge. 'Man if only days could be mellow like this everyday.' Peter decided his break had lasted long enough as he dived off the building and plummeted face first towards the street below. He fired off a web-line before swinging through the streets and up into the air.

After the events of the citywide attack Peter had been working over-time with the FF and several avengers to help the city clean up. Unfortunately Spiderman's heroics had been overshadowed by the appearance of the FF and the Ultimates. Normally peter wouldn't have cared, but in this case it meant that the NYPD still had an arrest warrant out for him, although their attempts at catching him seemed to be half-hearted at best. Peter had a feeling they would only really give it a shot if he blatantly committed a crime. To his immense relief though, the SCU had been disbanded. Apparently Rumlow had killed the mayor, and his men had been arrested. Rumlow himself was still missing. This unsettled Peter of all people the most. That psychopath was nearly as strong as he was, how he'd survived his wounds were a mystery, but Peter swore he would end him the next time they met.

Spiderman had to admit that the Daily Bugle seemed to be bolstering the Ultimates and the FF more since the assault on New York. This apparently didn't stop the chief editor from ripping Spiderman a new one. Peter did his best to ignore them, especially since he found a way to get extra cash by sending in photos of Spiderman. His job at Oscorp had been stable, but extra cash never hurt anyone, at least not for average income families. He had also gotten some new equipment, courtesy of the FF. These consisted of a new holo-map he installed on his web-shooters. Now he could sync up to his warehouse's computer system to access info whenever Gwen or MJ weren't available. He had also been registered as a meta-human by SHIELD. Fury told him it was standard procedure for potential new allies. It had taken some convincing from both hi sister and Cap, but he finally relented. Fury might've given off a suspicious vibe, but Peter trusted his sister and Cap's judgment. He seriously doubted if the WWII vet was capable of lying. Fury had also given him a homing pin to be used in emergencies. Being the science geek that he was, Peter had tampered with it so that it only went off when he activated it, as opposed to all the time. As of currently, Spiderman perched himself on top of a New York skyscraper that overlooked about 30% of the city. His wrist monitor began to beep rapidly. 'Cool! Looks like we got a robbery!' Spiderman leapt from his perch and descended to the streets below.

The robbery was occurring at the Museum of Art, a place that house countless amounts of exotic sculpture and paintings. Spiderman landed on the roof of the building as loud crashing noises emanated from the building, followed by several gunshots. Spiderman dashed in through the building's vents, he crawled through the vents before dropping onto a balcony that overlooked a good portion of the museum's exhibits. He saw several guards being trounced by a massive man wearing a yellow and gold suit of bladed armor. The man effortlessly threw one of the guards into his companions. Spiderman decided enough was enough. He leapt from his perch and tackled the armored criminal to the ground. Peter back flipped from his position on the floor and landed up right, before he assumed a casual position of leaning against one of the museum's cases. "So…what do you call yourself? Blade-man? The Blade Master? Ooh! Ooh! I know…the shredder!" The armored giant lifted himself off the ground before charging forward, swinging his bladed fist into the case. Spiderman easily dodged the blow, vaulting over the goliath before using his left leg to deliver a powerful sweep kick to the man's knee forcing him to the ground. "Dude! You really aren't a professional!" Suddenly Peter's spider-sense flared allowing him to barely dodge a set of flying daggers that the man had unleashed from his suit's left shoulder. "The name's Gladiator! And these artworks are going to make me rich!" Spiderman unsheathed his claws before charging forward. The villain known as Gladiator rushed to meet his agile adversary. The large brute struck with his left wrist, the blades on his gauntlets began to rotate like buzz saws. Spiderman barely dodged the man's attack, getting a small cut on the side of his arm as he moved over the attack. Spiderman landed on his feet and unleashed a net of webbing to ensnare his target. The blades on Gladiator's armor began to buzz as they began to slice through Spiderman's webbing. 'Oh crap!' Spiderman rolled to the side, swapping the settings on his web-shooters to fire off impact webbing. 'It may limit firing options, but lets see those blades cut through this!' Spiderman whirled around and fired off a volley of impact webbing at Gladiator. To the giant's credit, he was surprisingly fast. He nimbly dodged a good portion of the shots, although several found their mark on his shoulder and left leg. Despite the webbing's impact, Gladiator rushed forward and used his bladed gauntlets to slice Spiderman apart. Peter had to admit that Gladiator, while not a trained burglar, was more than proficient in a fight. He was handling the young hero rather well, landing several cuts on the web-slinger. Spiderman finally had enough as he delivered several super-powered blows to the man's armor. Gladiator flew into a museum case, shattering the structure.

At that point several cops burst into the room, guns drawn. Gladiator saw this and fired a volley of daggers from his right wrist. Without thinking twice, Spiderman leapt into the path of the projectiles taking several knives to his body. Two blades sank into his stomach, shredding through his suit's Kevlar lining. Peter could feel the cold metal pierce his skin. Despite his injuries, Spiderman whirled around and fired a thin line of webbing that stuck to Gladiator's arm. Spiderman wasted no time in unleashing a massive burst of his Venom blast into the assailant's body. Gladiator began to seize and spasm before he went limp. Spiderman collapsed on his knees gripping his sides. "Spiderman!" Peter turned his head to see several policemen. "Are you okay?" Peter grunted as a response. "I'll live, you might want to take that guy though…" Spiderman nodded his head in the direction of the downed Gladiator. "Right!" two of the cops walked over to the downed man as they began to arrest him. One of the remaining cops looked down at the still wounded hero. "Are you sure you don't need a medic?" Spiderman nodded in response. "Got a healing factor…it'll kick in in about minute or so…" Spiderman then used his web-shooter to create a make shift bandage over his stomach wound. 'Guess you'll have to arrest me another time…right?" The officer nodded before joining his fellow officers in handling the still unconscious Gladiator. Spiderman dashed out of the museum firing a web-line into the air as he swung through the city. He eventually stopped on a rooftop ledge where he once again collapsed. 'Damn! Those knives cut deeper than I thought, I might need some actual first aid before my healing factor kicks in.' Peter began to assess his situation, he couldn't go to Gwen or MJ's houses, that could cause them more problems than they needed. He wouldn't make it to the Baxter building, and he sure as Hell wasn't calling SHIELD. He lifted his right arm to his mouth before speaking a command. "Locate Horizon Labs." The computer on his wrist beeped before displaying his desired location. He was closer to the location than he had previously thought.

He quickly layered another bandage of webbing to last him the trip. He swung through the city heading for his new destination.

…**..**

**Horizon Labs, Genetics Department**

Curt Connors was currently busy reviewing the data his lab assistant had dropped off earlier. He was in no rush, but the nightmares had kept him up. After Reed Richard's genetic wave had washed over the city, Curt's condition had reversed. Unfortunately this had the side affect of removing his newly regenerated right arm. However, Connors was more than grateful for the loss of his crossbreed powers. He had stayed true to his word as he requested punishment for his forced aid in the crossbreed invasion. SHIELD had been rather lenient with him, mostly due to the pleading of Spiderman. Instead of incarcerating him in the Triskelion, SHIELD had him sent to Horizon Labs under a house arrest protocol. The new science company was a private one that SHIELD helped to fund. They agreed to take Connors on as a new researcher. He was provided pay so he could continue to provide for his family, although his chances of seeing them were limited to a few times every month or so. All in all Connor's felt his punishment was justified, even if he had been under mind control. He was worried about Otto however. After the Jackal's defeat, both Dr. Octopus and the symbiote Venom had vanished. Curt could only hope his old friend was safe.

"Dr. Connors…" Curt whirled around in his chair almost falling out of it. The voice that startled him was revealed to belong to his savior, Spiderman. "Spiderman! What are you doing here?" Peter was still half enveloped in the shadows of the darkened lab room. He stepped forward as the doctor's eyes widened in concern. "You've been hit! Gunshots?" Spiderman shook his head. "Knife wounds…got a little careless. Mind giving me a hand?" Curt looked a little put off by this. "I'm not that kind of doctor… you know that…right?" "Yeah I figured…do you know first aid?" The scientist nodded. "That'll be enough…healing factor… will take care of the rest…" Peter was bordering on unconsciousness at this point; he had lost more blood than he had thought. "Alright sit here." Connors cleared a lab table as he brought out a first aid kit.

About five minutes later, Spiderman was almost completely patched up. Connor's had really undersold his medical abilities. Most of Peter's wounds were closing, leaving thick scabs. "Thanks for the patch job Doc." "No need for thanks, this is the least I could do for you after you helped me." Spiderman looked at the doctor before answering. "You helped yourself doc. You were the one who ripped yourself free of Miles' control, you saved your family." Connors looked down at the bloody instruments he had used to aid his vigilante ally. "But you trusted me to help stop Miles. I still haven't repaid you for that." Spiderman stood up balancing himself with the table as a brace. "I'm pretty sure this makes us even. How have you been since the whole Lizard thing?" Connors looked away in shame. "I still have nightmares. What if I turn again? Richards still couldn't determine if the entire crossbreed DNA was eliminated in me or not! I'm…I'm afraid that I still might become that monster again. I might hurt my family if I do." Spiderman finally stood up straight before responding to the troubled scientist. "You'll be fine Doc. Remember, New York can always count on your friendly neighborhood Spiderman!" Connors smiled at the masked hero. Spiderman disappeared in the shadows, leaving the scientist alone.

Connors looked down at the bloody instruments. Spiderman's blood lay before him. A human who had powers that could make himself more than human. Connors took the blood that had collected on the surgical tools before he began to analyze them.

…

**Warehouse, Next Day**

Peter awoke the next morning, groggy and exhausted. His healing factor had luckily kicked in to fix the rest of his cuts and wounds overnight. He now only had slight scars on his torso. "Well good news is I'm not bleeding to death now." He got off the couch he had used as a bed before walking over to his terminal station. Peter had outfitted the warehouse with a large portion of his personal items, including spare clothes. He had basically turned the place into a second home. He looked at the time and realized he had about an hour before school started. "Shit. Better get ready." He mumbled before walking towards his discarded pile of clothes.

…**..**

**Midtown High**

Mary Jane Watson and Gwen Stacy walked through the doors of their classroom and sat at their respective seats. The girls looked towards the seats of their friends, namely Peter, Harry, and Liz. They could pretty much guess where peter was, but Harry and Liz had been missing class a lot lately. Ever since the attack on Oscorp Harry had been absent from both school and the group's social circle. Liz had been absent frequently as well, she claimed she was having stomach cramps but MJ and Gwen knew better than that. Peter seemed to realize this as well but he had kept quiet for his own reasons. Most of the class had filled the room by this point. The girls looked at the seat of their friend to find it still empty. The two girls looked at each other before they turned their attention back to their teacher as she began to call roll.

…

**New York**

Spiderman dodged another volley of rockets as he swung towards another building. He landed on the side of a tall building that over looked the now destroyed street. 'I can't even get to school on time because of this asshole!' Peter looked up at the red and silver figure that floated in the air. The figure was clad in red and silver armor with two glowing eyes on his helmet and flew through the air via the use of four glowing green wings. The villain's helmet looked a lot like an insect's head. "So what do you call yourself!?" The villain remained silent as he leveled his right arm and unleashed another barrage of missiles. Spiderman tossed a web grenade into the air and let it explode. The impact webbing spread threw the air and coated the missiles in the durable webbing. The missiles exploded prematurely, the explosion reduced due to the impact webbing acting as a buffer.

Spiderman swung through the air tackling the armored assassin. About twenty minutes ago Peter had been running to school when the armored assailant suddenly attacked a limo. Peter had wasted no time in getting to work. As he interrupted the attack, Spiderman noticed that inside the limo was Robert Kingsley, an unscrupulous businessman. Peter pretty much figured that the entire event was probably a business assassination.

Peter flipped through the air avoiding the onslaught of laser fire that emanated from the assassin's palm. Spiderman continued to avoid his adversary's attack while returning fire with his web-shooter. "Maybe we can talk this out! How about you don't kill the sleazy business man and I don't beat you up!?" Spiderman's proposal was met by an energy blade stabbing into the building he had just landed on a mere second ago. "Okay so no to that! How about you leave the guy alone and I still beat you up!?" Again his response was met by a brutal attack, this time in the form of missiles. The armored criminal looked around for any sign of his target, but all he saw was normal cars and people fleeing the scene. With its intended target gone, the assailant saw no reason to stay. Spiderman launched himself at the villain but was met with an energy blast that shot him through a building's window. The flying assassin took off into the sky leaving little trace of his existence.

Peter groaned in pain as he lifted himself out of the rubble that had pile on him after he had been thrown threw the building. He saw his foe was no longer around and leapt from the building, headed for the warehouse. 'If I'm late for class I might as well skip the day to look up who that guy was.' Peter arrived at his warehouse and saw a familiar figure lounging on his couch. "Jess, what are you doing here?" said woman raised her head from the magazine she was reading and looked up at her fraternal twin. "Sup, bro! Why aren't you in school?" "Took the day off to catch an assassin in high-tech bug armor, what about you?" Jessica shrugged her shoulders before responding. "No missions today and I was done with training so I thought I'd lounge around here. Did you say armored assassin?" Peter walked over to his computer terminal and began to play the video he had captured using his costumes micro-camera. Jessica got off the couch and looked at the battle on the monitor. "Peter you were lucky that this guy wasn't after your head!" Peter looked up from the screen to look at his sister. "I assume from the concern that he is some kind of big shot right?" Jessica nodded her head. "Try one of the best international terrorist/assassin for hire. Goes by the name the Beetle. His armor rivals Ironman's and he has none of his morality." "Well I guess he doesn't like needless conflicts unless he's getting paid for it. He bailed as soon as Kingsley escaped." Jessica returned her gaze to the battle-taking place on the monitor. "Yeah from what SHIELD has on the guy, the dude does not come cheap. He's pretty good too. Both Natasha and Barton had trouble bringing him in, he then broke out about an hour after his capture." Peter's eyes widened in shock, "You mean to tell me that this guy took on two Ultimates and still got away!? Man lady luck thanks for your aid today!" Jessica nodded at her brother's statement.

"I'll let Fury know the Beetle's in town. In the mean time you can start on some more patrols." Peter nodded his head before he got up from his seat and walked over to his workshop. He reloaded all of his webbing cartridges and web-grenades. After checking his gear he began to walk towards the warehouse door. Before leaving he stopped. "Hey Jess…" His sister looked back at him from the couch she had just planted herself on. "Yeah, What's up?" "Does Fury want us on the Ultimates or for something else?" Jess let a smile creep onto her face. "He's thinking of creating a separate team in case the Ultimates are killed or otherwise indisposed. He's also working on a team for…nah never mind." "Hey don't build up suspense for nothing! Speak woman!" Jessica laughed at her brother's child like behavior. "Don't worry about it. I know you may not trust Fury but trust me, OK?" Peter hesitated a moment before sighing. "Fine, I'll trust you. But in the future…I hope you trust me too." As Peter left the building Jessica mumbled something under her breath. "Already do."

…**..**

**Oscorp**

Norman Osborn stepped into his private elevator as it began to descend towards the underground labs. As the elevator opened up at Norman's desired location a group of scientists looked at him. "Sir we run all the required test both physical and psychological. His physical attributes are off the chart, but he is psychologically unstable…sporadic even. Perhaps…we should maybe remove the serum from him." Norman walked past the scientists as he punched in the correct code to open the sealed door that stood in front of him. "You will not take away my son's new found power. He has finally been given a chance to be more than a privileged brat." The doors opened to reveal a young man with unkempt brown hair. The man wore what looked like prison clothes but with a straight jacket locked around him. Norman approached the teen before sitting down in front of him. "Report." The brown haired teen said nothing, as he stayed seated. Norman sighed before standing over the brown haired teen. He then slapped the boy across the face before speaking again. "I said report!" The teen final raised his head to reveal the disheveled face of Harry Osborn. "I had the dream again…" Harry said as his eyes looked unfocused. "…Everyone was there…Pete, Liz, Flash, You…and even mom…" He stopped speaking for a moment as his breathing began to increase. Norman looked down at his son before speaking. "I'm listening Harry, continue." The young man nodded as he struggled to control his breathing. "There's something else there too…a goblin…scrawny and orange…he had a tattered cape." Harry stopped talking as he began to chuckle rather darkly. "It told me…to kill them! He said it would be so simple…all I'd have to do was split their skulls! Peter is the first I kill! I grab his throat and squeeze it 'til his head bursts! Liz and mom are next…but he tells me to save you for last dad…" Norman continued to look at his son a completely neutral expression rested on his face. Harry continued to speak as his chuckles turned into mad laughter. "He told me to make you suffer… to make everyone scream my name!" Norman finally spoke up as his son continued to laugh like a mad man. "And what is your name? Is it Harry Osborn?" "NO!" The young teen roared in defiance. "MY NAME… MY NAME IS… THE HOBGOBLIN!" He screamed in Norman's face spitting on him as he did so. "I see. So tell me Hobgoblin what are you going to do now that you are locked in here?" Harry again began to laugh, "First I'm going to break out of here…then I'm gonna pay Pete a little visit… and then Liz… and everyone else who knew Harry Osborn! And once I'm done with them…" His laughter began to echo in the small room as he continued his insane rant. "Then…I'll pay you a visit DAD! And I'll kill you too!" he then broke out into unrestrained laughter, his madness reaching a point of no return.

Norman walked out of the room as his son continued to cackle madly. The scientists looked even more concerned than before. "Sir…maybe we should stop him…" "Stop him? Why on Earth would you want to stop him!? He has finally become his own man!" Norman then stormed off down the hallway leaving the confused scientists behind. As he rode his elevator to the top floor he could only think of one thing. 'Kill me Harry!? If you do I'll be truly proud to call you my son! Especially if you do it when I have this at my disposal!' Norman removed a small vile of green liquid from his suit's pocket. 'The Hobgoblin will face off against the true Goblin when the time comes!' Norman then began to chuckle before it broke out into mad laughter, similar to that of his son.

**Another chapter done. Having a bit of writer's block though on my Avengers story. Check it out on my profile and let me know what you think! I've also done some editing on the previous chapters mainly 7, 11, and 12. Read at your own leisure. **


	27. Chapter 27

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 27**

**Carnage**

Spiderman punched another thug into a garbage can, watching as the criminal smashed into the metal container. 'And another mugger down thanks to the amazing Spiderman.' Peter looked at his handiwork, as four punks had tried to jump an old couple Spiderman had intervened, beating the group to a pulp as the couple fled in terror.

Spiderman fired web-line as he jumped into the air, swinging through his beloved city. 'Still no sign of the Beetle. I hope jess and SHIELD get a lead soon.' As he swung around his communicator began to ring. ''Hello?" "Peter its captain Stacy." "Stacy!?" Peter was now having an internal panic, until he realized that his communicator had also been linked to his phone so he could multitask. "Sorry sir you startled me for a second. So…Uh…what's up?" There was a pause n the other line before Stacy responded. "May has been a little worried about your side job….y'know photographing Spiderman during his fights." Peter swung through the air and landed on a building's ledge. "Hey I used a wide angled lens to take those photos. I was like eight blocks away from the actual fight!" "You were still near the fight! May is pretty concerned and she's not the only one!" Peter sighed before he sat down on the ledge. "Listen George, things have Oscorp have been a little tense since the whole monster thing. Several people have quit and more have been laid off. I'm just trying to take some financial precautions." Peter could here George sigh on the other side of the line. "Just be careful Peter." "George I'll be fine. Listen how about I get a better camera. One with a longer range, that way I can stay out of the way of danger." Peter then hung up his phone before launching himself in the air heading for his warehouse.

Peter was close to his destination when his phone rang. He stopped his physical activity as he perched on a ledge about a block from his warehouse. He answered the device to hear a voice he was not expecting. "Peter Parker?" The voice was Curt Connors. Peter knew he had to play dumb or risk the man knowing who he actually was. "Um…Yes…May I ask who is speaking?" "This is Curt Connors, but you should already know that Spiderman." Peter froze in shock. "Sir I- I don't…" Meet me at Horizon Labs. I…I have something to show you." Connors then ended the phone call by hanging up. Peter looked up at the sky praying to whoever was listening that this wasn't a trap.

…

**Horizon Labs, 1 Hour Later**

Spiderman crawled through the vents of the scientific facility. So far everything had been smooth sailing, but throughout it all Peter was trying to come up with every possible conclusion on how Connors had deduced his identity. 'He never met me a Peter Parker, so he couldn't have matched our voices. But how…Fuck! My blood from the other night! He must have matched it somehow!' Peter had finally reached his destination. He propped open the vents covering as he dropped into the lab. He quickly scanned the area with his enhanced senses and saw that the only occupants in the room were Spiderman and two scientists, one of which was Connors.

"Sir this is incredible! The DNA can repair any damage! This could help millions!" Connors responded to the scientist with hesitation in his voice "It won't be used on anyone unless he lets us." "And what exactly is it you're working on doc?" The two scientists whirled around at the sound of Spiderman's voice. Connors looked at him in surprise. "Peter you came!" Spiderman stepped off the table he had landed on and unsheathed the talons on his right hand. He raised his hand and pointed said talons at Connors, causing both him and the young scientist with him to back up in fear. "You've got ten seconds to explain everything!" Connors understood what he wanted. "I'm sorry! I didn't know what would happen…I-I-I just was curious about the blood samples left from your injuries so I-" "You matched my DNA to find out who I was! Why!?" Spiderman stepped forward menacingly before grabbing the frightened doctor by the collar. Peter lifted Connors in the air with his left hand while he raised his right. Connors saw the act of aggression and immediately started to talk again. "I didn't try to match the DNA! Please! It was a mistake! I didn't mean to do it! It took shape all on its own!" The young black man who was up against the wall continued the doctor's words. "It's true! We just looked at the DNA's structure but when we tried to isolate some of the genes they took on a completely different type of design!" Peter had finally had it; He dropped Connors on the ground before glaring at the second scientist. "What are you talking about!? What is 'It'!?" The second scientist looked terrified. "Peter please! I can explain fully! I have no right to ask you this but please just calm down!" Spiderman glared at the downed Connors before he finally retracted his talons. Kraven had taught him that anger could be both strength and a weakness. But Peter could see that his anger would only make things harder for him here. He took a deep breath to calm his raging mind.

"Explain! And leave nothing out!" Connors nodded his head as Peter offered his hand so the doctor could rise to his feet. I'm so sorry Peter, I only wanted to examine the blood. Randy here helped me." He gestured towards the African American scientist that stood a few feet away. The scientist offered his hand to the masked vigilante." Randy Robertson." Peter hesitated in shaking his hand. The name sounded familiar, then it hit Peter. Joseph "Robbie" Robertson was the head editor ad the Daily Bugle, and one of the few people there who thought Spiderman was a hero. "Your Robbie's son!" Peter shook Randy's hand as the young scientist smiled. "My dad thinks pretty highly of you Mr. Parker. I used to think my old man was crazy for believing in a vigilante, until said vigilante saved my daughter from one of those monsters." Peter thought back on this and he remembered the young black girl he had saved rom one of the Rhino-monsters outside the café when the attack started. "She was your daughter? But I wasn't in costume how d-" Randy cut him off, "kids can be perceptive. Besides, how else do you explain a man who can take down a man literally fused with a rhino? Your secret's safe with me Spiderman." Peter smiled under his mask. "Continuing forward…" Connors spoke as he drew the group's attention to a large tank in the room. The oversized cylinder was covered in collapsible steel plating, blocking peter's sight. Connors hit a button on the machines console and the steel plates began to retract, revealing what the tank held.

Peter saw a massive amount of sludgy red goo floating in the tank. The mass was barley holding itself together when it began to contract, shifting to a more humanoid form. Peter stepped back appalled by what he now saw, a perfect clone of himself. The mass stayed that way for about ten seconds before breaking down into its red viscous form. "What the Hell is this!?" Peter whirled around to look at the two scientists. Connors was the first to speak "It's you. Your DNA, a perfect clone. But it's not stable its body continues to breakdown at the molecular level." Peter continued to look at the red sludge as it vainly tried to pull itself together. "Why!?" "We didn't mean to make this Spiderman! We tried to isolate some of your DNA and this is what happened." Peter looked at Randy. Connors decided to get to the true point of the visit. "Peter with this we could create cures for virtually every known disease out there! We could heal wounds, cure cancers, we can rebuild the entire human race!" Spiderman looked at the tank in silence. He finally spoke up, eyes never leaving the tank, with anger lacing his voice. "That's what Miles wanted. That's what he tried to do. Connors fell silent at these words. The room was in complete silence for a minute before Connors spoke up again. "I know what Miles wanted. And this will be different." "How!?" Was Spiderman's curt response. "We will do nothing unless you want us to." Peter turned to look at the amputated scientist. "Say the word and we will destroy it. All the data. All the samples. No trace of it will be left if you say so."

Peter remained silent as he looked at the two scientists before returning his gaze to the creature that had been born from his DNA. He could help so many with his DNA, but for every good reason Peter could fabricate, there was always the possibility that someone would weaponize it. He finally came to his conclusion when he spoke up. "Destroy it. Destroy everything." Connors walked over to the tank that held Peter's DNA. "Are you sure?" the doctor asked as his fingers rested over the console's keypad. Peter took one last look at his clone before he spoke. "Yes." Connors hit a series of buttons on the console before the machine began to releases a thin green fluid into the tank. "That chemical will cause the cells to destroy themselves, nothing will be left." Randy said as he began to delete all the data they had saved. Peter watched as his clone began to deteriorate into the red sludge.

"That's odd." Peter turned to look at Connors as the doctor stood in front of the tank's monitor. "What's odd?" Peter asked. The doctor looked at the monitor, then the tank, then back to the monitor. "The clone's genetic code isn't unraveling it's reshaping itself!" Peter looked up at the tank and saw the sludge had assumed a semi-human form, complete with two glowing yellow eyes. The creature slammed its hand into the tanks glass. Spiderman whirled around to the two stunned scientists. "Get out of here n-" his words were cut short as the sludge broke through the glass and fell upon the wall-crawler. "Spiderman!" Randy shouted out.

The red sludge had part of its body wrapped around the hero's body. Spiderman was currently using all his strength to remove the creature from his body, but he only succeeded in angering the creature. The monstrous creation's arms morphed into two sharp spikes, which imbedded them selves in Peter's wrists. "Graaaghh!" Peter cried out in pain as the creature began to drain several fluids from the teen's body. Acting fast Randy grabbed a piece of equipment, a portable welding torch. Seeing Randy's actions Connors grabbed a vile of flammable liquid and chucked it at the viscous creature. The vile smashed against the creatures form and randy powered up the welding torch to full blast. The flames of the portable troch burst forward coating the creature in fire; with the help of the previous chemicals the creature was now fully engulfed in flames.

The monster screamed in pain as it let go of Peter allowing the hero to drop to the ground. The monster continued to howl in pain as it thrashed about the room. It finally broke through the lab room's door and burst into the hallway before it fled through the building's hallway.

"Peter!? Are you okay!?" Connors and Randy help to lift the young hero on his feet as they helped him balance. "I…have to…stop it…" "Peter your in no condition to go after that monster! It already drained a good chunk o your bodily fluids!" Peter ignored Connors's warning as he stumbled forward. "Get me…some adrenaline and I can move again…" Randy looked at Connors who nodded. Randy rushed to a medical cabinet where he grabbed three epi-pins of adrenaline. He rushed back to the down hero before prepping the shots. "This should give your healing factor a boost!" Spiderman took the shots before injecting all three into his body. Immediately he felt a surge of energy rip through him like a tidal wave. Peter bolted forward dashing out of the room in hot pursuit of the creature.

Randy ad Connors were left stunned at his recovery, even after the adrenaline shots, moving that way was nearly impossible with the amount of fluids that the monster had stolen. "Sir what should we do!?" Connors stayed silent for a moment before he came to a decision. "We'll call the police and tell them what happened. Hopefully they will be able to help stop this thing with Spiderman." The doctor then headed towards the lab's phone.

…

**New York City**

A young couple was walking through the streets after a night on the town. The two continued to laugh as they playfully eased each other. As they passed by an alley, they heard a loud banging noise. The two people stopped to look in the alleyway for the source of the noise. "Jake what was that?" "I don't know…maybe a homeless guy?" Their answer came as a small figure crouched behind one of the garbage cans. "I think it's a kid Jake…Hey buddy we're not going to hurt you." The small figure slowly raised its head as it stepped out from its position. The couple stepped back in horror as they saw the vague human form of the red mass. Its glowing eyes locked onto the couple as it pounced on them draining the fluids until their bodies were husks. The creature's body began to grow until it was 6 feet tall. Its arms grew out as well, ending in razor sharp claws. The monster's face and head grew and morphed until it was humanoid in shape. The creature's jaw opened as its teeth glistened in the dim streetlights. The monster let out a blood-curdling shriek before it bounded off into the city.

…

**Warehouse**

Gwen Stacy was currently working on updating the warehouse's software. She had been tutoring MJ on how to do it while she received some hardware lessons from MJ as well, part of their mutual benefit deal. She was busy writing up a new program before a loud banging noise emanated from the warehouse's doors. She whirled around to see claw marks being mad in the door, slowly getting bigger. Gwen slowly backed out of her chair and towards the warehouse's back door. The door was finally ripped off its hinges as it collapsed to the ground. 'I'm having the worst case of Déjà vu right now!' Gwen privately thought. Gwen didn't stick around to see what came through the door as she bolted out the back. She dialed her phone praying to god that Peter would answer. Thankfully he did. "Gwen now is really not the time!" "Well make time! I'm being chased by some freaky monster that just attacked the warehouse!" "What!? Did you see what it looked like!?" Gwen was a bit surprised at Peter's concern, did that mean he had known about the monster before. "I didn't get a chance to see it. I'm heading into a crowded area so I'll have to make a detour to move it away from people!" "No! Head towards a crowd! This thing is after individual people so putting it in a crowded area will confuse it! Where are you headed!?" "I'm near Grant Street!" "I'm on my way but once you see me coming you book it out of there!" The phone call then ended as Gwen approached the now crowded street. She turned around and saw no sign of the monster. She looked at the crowd and noticed a news crew was stationed in the street with several cops around too.

Gwen remembered that some type of music parade was going to be held here later tonight. 'Maybe this wasn't a good idea.' Gwen's thoughts were interrupted by someone calling her name. She turned to see her father approaching. "Gwen what are you doing here?" Before Gwen could respond to her father's statement, screams of terror echoed through the street. Gwen whirled around and saw a human sized monster made of what looked like red goo perched on top of a police cruiser. The monster looked over its large choice of prey trying to decide what it could eat first. Its thoughts were interrupted by several bullets hitting its body. The beast whirled around to see several cops opening fire on the beast.

Captain George Stacy looked to his daughter in fear. "Gwen run now!" Gwen looked at her father and then at the monster before starting to run from the scene. George turned back around in time to see several police getting swatted to the sides of the street by the monster's tentacles. Before the beast could devour one of his men, Captain Stacy opened fire on the beast unloading his ammo clip, before sliding another into his gun to continue his assault. The monster was starting to become more aggressive as the bullets pierced the monster's skin. Carnage roared in pain as it struck forward taking the policeman by surprise. George hit the ground hard, his firearm bouncing far out of his reach. Carnage loomed over the captain as it readied its spike to drain the life out of the man.

Before it could deliver a killing blow a masked vigilante wearing red and black struck it. Spiderman landed on the street as Carnage was sent flying into a car. The news crews were filming everything broadcasting live citywide.

…**..**

**Baxter Building**

Johnny Storm was officially bored out of his skull. His teammates all had plans tonight so he was all-alone in the Baxter Building, minus the students of course. Sue and Reed had gone out on a date and Ben was visiting Felicia. Johnny flipped on the TV while contemplating the idea of calling up an old girlfriend to spend the night with. His thoughts were sidetracked when he saw the news broad cast.

"Spiderman is currently fighting an unknown monster hear on Grant Street! The police have dispatched numerous swat vehicles to apprehend this monster however their progress has been slowed due to the traffic for the music parade! This monster looks like its actually beating Spiderman an- oh my god!" The newswoman's words were cut off as Spiderman was sent crashing through several cars. Johnny had seen enough as he bolted from the couch and leapt out one of the rooms opened windows. "Flame on!" his skin burst into flames as he rocketed towards the scene of the battle.

…**..**

**Triskelion**

Nick Fury stood over the bridge of the Trsiskelion's command center, overlooking the various agents and analysts busy at work. One of the analysts ran towards Fury, a look of pure fear in her eyes. "Sir we have an emergency Post-human threat!" "Deep breaths kid, tell me what it is." The young woman took a deep breath before speaking. "Sir, it's a situation involving Spiderman!" At these words Fury's eyes widened slightly. "Get a team prepped!"

…**.**

**Grant Street **

Spiderman was really at the end of his rope. The adrenaline he had earlier had worn out as he fought Carnage head on. Even the use of his mechanical arms (which had been torn off by the monster) had barely tilted the odds. Peter was still feeling the after affects of Carnage's earlier assault. Now he was half beaten trying to avoid another tentacle swipe, which tore through a car. Peter fired off several shots of impact webbing, but each shot was sliced in half by carnages newly formed blade arms. Spiderman unleashed a thick net of webbing while keeping it connected to his web-shooters. As the net slammed onto Carnage, Peter unleashed as much bioelectricity as he could muster into the web-line hitting Carnage with the strongest venom blast he Spiderman had ever used. The surge of electricity surged through the monster as it began to spasm and shriek in pain.

Much to Peter's horror Carnage began to tear through the webbing, overpowering the surge of electricity as the monster stepped forward. Peter ceased his electrical attack as he released his talons. 'What's it gonna take to bring this thing down!?' Carnage leapt forward tackling the wall crawler to the ground. The two grappled with each other but it was clear that Carnage was stronger the creature slammed the young teen into the ground creating a small crater. The beast was now strangling the young hero with one hand while its left hand twisted into the same spike it had used to drain its victims dry. The monster developed a wicked tooth grin as it readied its primary weapon.

Suddenly Carnage's body was riddled with bullets. The monster stopped its deathblow to look at the figure holding the smoking gun. About twenty feet away stood Gwen Stacy, holding her father's handgun. Peter and George looked in shock and horror at what this meant. Carnage wasted no time in leaping off the downed hero, kicking him further into the crater as it jumped, and landed in front of the now terrified blonde. Before Gwen could pull the trigger of her gun, Carnage pierced her stomach with a spiked arm. Peter and George stood in shocked horror. Time seemed to slow to a crawl as peter saw one of his best friends being stabbed through the stomach. Gwen looked down at her wound. A gaping hole was now in place of her stomach. Gwen was hoisted into the air by the monster's spike. Carnage grinned at the prospect of a new meal. However, this smile didn't last long as a red clad first smashed into the monster's face.

Carnage was sent hurtling threw the air as it smashed into another car. Spiderman caught Gwen as she fell to the ground. Captain Stacy ran towards his daughter tears falling from his eyes. "Gwen!" Peter could only stare at his friend as she laid in his arms. George rushed to his daughter as she lay dying in Spiderman's arm. "Gwen no!" Spiderman gingerly lowered the girl into her father's arms. Peter could only remain silent as his rage boiled to a breaking point. Spiderman rose from the ground as e turned to face the recovering form of Carnage. "I am going to rip! YOU! APART!" Spiderman launched forward stabbing the monster with his talons before ripping them free. Carnage wailed in pain as its flailed wildly. Spiderman leapt out of the path of the monster's attack. The tentacles slammed into the street and any cars that had been parked in the street.

Spiderman fired off a slew of webbing as he vaulted over Carnage's assault. The webbing slammed into the red monster pinning him to a car. The monster easily began to tear through the webbing with its immense strength. Spiderman wasted no time in striking the creature, as it remained partially immobilized. He used every ounce of rage to fuel his assault. His talons tore through the fleshy substance that made up Carnage's body. Peter unleashed a flurry of punches and kicks followed by swipes from his clawed hands. With each blow that connected, Spiderman unleashed massive bursts of venom blasts into Carnage's body. The monster wailed in pain as it struggled to hold it own against the enraged super-hero. For very blade swipe Carnage attempted Peter would counter with even more ferocity.

Carnage had finally had enough of the brutal onslaught as it unleashed a massive horde of tendrils that pieced through everything they it. Unfortunately, one of the tendrils had struck through Peter's arm, ending his mad assault. Spiderman was sent hurtling through the air before he smashed into a van. Carnage pushed its advantage as it slammed into the injured hero, readying its claws for another killing blow.

A blast of fire slammed into Carnage causing the monster to scream in anguish. The beast fell off its perch over the young hero as it desperately tried to extinguish the flames that seared its body. Peter looked up at the sky as his savior descended to street level. The Human Torch offered his non-lit hand to help the young man up. Peter gladly took the hand as he was brought to his feet. "What are y-" "Saw the news, thought you could use some help!" Peter nodded hi head as he glared at Carnage. Torch followed his stare. Johnny then looked at the wounded blonde lying in Captain Stacy's arms before it hit him. "You knew that girl…" Spiderman nodded his head before unsheathing his talons. "He's DEAD!" Spiderman bolted forward ignoring the pain in his body. He leapt in the air before descending on the injured Carnage. The monster was tackled to the ground before it was thrown into the street. Torch followed his ally's lead as he unleashed a volley of fireballs at the monster. Carnage dodged by leaping onto the sides of several buildings. Torch attempted to follow but he was having more trouble as Carnage was flailing his tendrils around wildly.

As Peter laid on the street, still nursing his wounded arm, he assessed the situation. 'This thing is too damn fast1 Webbing wont slow it down so how sh-, That's it!' Spiderman leapt in to action as he called out to Johnny. "Torch! The second I stop that things movement light it up even if I'm in the way!" The Human Torch stopped his attacks and looked down at his friend. "What!?" "Just do it!" Peter wasted no time as he fired a web-line at Carnage. The monster evaded the assault but this opened itself to an attack by Johnny. The monster jumped to avoid the incoming fireballs, but it was met by a powerful punch to the jaw. Spiderman grabbed the monster as it thrashed in his grip. The monster used this opportunity to try and finish what it had started at the lab. The monster's arms morphed into its signature spikes at it stabbed the hero's arms. Spiderman gritted his teeth to stop the cry of pain that would have emitted from him. Taking advantage of Carnage's assault, Peter grabbed the monster's body. "Torch! Light it up!" Johnny hesitated for a brief moment before acting. "Fine you suicidal idiot!" Johnny then unleashed a torrent of flames at the two.

The flames poured over the two super-beings as they grappled with each other. Peter could feel his protective suit as it was seared to ashes. Even through the inferno he could see Carnage was worse than he was. After thinking over what had happened at the lab and when Johnny had initially attacked Carnage, Spiderman had realized the creature couldn't stand fire. Carnage wailed in pain as it body was encased in the torrent of flames. Torch finally began to throttle the flames. Spiderman took advantage of this and forced carnage to take the blunt of the inferno. The monster was fully engulfed in the remainder of the flames as it finally succumbed to the assault.

The flames finally died down as Carnage was reduced to ash. Torch descended from the air and landed next to the wounded Spiderman. As he did several helicopters approached the scene. The two super heroes looked up to see they belonged to SHIELD several troops descended to the ground as they aimed their weapons at what remained of Carnage. Nick Fury descended from the chopper and approached the two heroes. He looked over Spiderman and then to the Captain Stacy as he cradled his dead daughter in his arms. Fury motioned for a team of paramedics to rush over to the girl. He then turned his gaze back to the wounded teen in front of him. He knelt down in front of Peter ignoring Torch's glare. "Peter…are you o-" Before he could finish his sentence, Spiderman grabbed Fury by the neck and hoisted him up. All-of-the SHIELD agent aimed their weapons at the wounded teenager; Johnny also readied himself to defend Spiderman if he had to.

"Where were you!? Huh!? I thought SHIELD was supposed to protect people! So where were you guts when Gwen got killed!?" Peter began to squeeze tighter, crushing Fury's windpipe. "We didn't know! I'm sorry Peter…" Peter didn't release his grip as his one visible eye (Due to his mask being burned) showed nothing but rage. "Yeah right! You're sorry because I'm might not join SHIELD!" Fury looked at the young man tormented by loss. "I mean it kid…I know how it feels…" Peter glared at the man, however this rage faded as he looked into Fury's eyes. Instead of the cold and distance eyes he saw at the Baxter building, he saw they were full of sympathy. Peter realized that the man he was strangling was not the man who wanted him to join SHIELD, but a man who understood what Peter was feeling and was genuinely sorry for what had happened. "I'm sorry Peter…" Spiderman let the director fall from his grip as he collapsed to his knees, Torch supporting him from completely collapsing. Fury stood up and motioned for his troops to lower their guns. He then bent down to Peter's level. "Where getting you a medic kid." Peter could only nod lightly, exhausted from emotional and physical fatigue, he fainted.

**Done. Hope you guys like this. I'm going to be a bit mean to peter as he goes through more emotional turmoil. But there will be some good to balance out the bad. You'll see new relationships and new villains as well as some of the perspective new heroes. Let me know who you would like to appear in the comments!**


	28. Chapter 28

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 28**

**Cloak and Dagger**

**Two Weeks Later**

The funeral had been held five days after Gwen's death. Throughout the last two weeks Peter had been the textbook definition of anti-social. After the funeral Peter had retreated into himself. He still attended school but barely spoke. Even after school he had stayed distant. Through out the entire ordeal Peter had not once stopped blaming himself for her death. No matter how many times MJ, Fury, or even Johnny, Peter new that the monster that had killed her had come from his own blood, literally. MJ had stayed by his side throughout the entire time. Peter still continued as Spiderman, but his actions had been sloppy and far more violent then he had been previously. Despite his violent streak, Captain Stacy had been very reluctant to arrest the now excessively violent hero. This was most likely due to the man's knowledge of who Peter truly was. Peter didn't know how he found out or how long he had known, but the captain didn't seem to blame him as Peter thought he would have.

Peter's attitude had also been tempered by Matt's guidance on the matter. He could still remember the conversation they had had after Peter helped him break up a drug deal.

…

**Hell's Kitchen, Two Days Ago**

Daredevil sat on a ledge of a- roof that over looked the wrecked peer. "So do you feel better after your temper tantrum?" Daredevil looked over towards his young friend to see him glaring down at the wrecked area. "Not even close." Spiderman's tone was bitter and full of anger. Matt let out a sigh as he got up from his perch. "Peter you can't blame yourself for what ha-" "Don't you dare start with me Matt! That monster came from my DNA! It was my fault! I couldn't stop it! I had all the power to do it and I failed!" Matt remained quiet for a moment before he spoke again. "You done?" Peter looked at the red-clad vigilante. "Peter you are one of the smartest and bravest people I have ever met. But you are sometimes the dumbest and whiniest son of a bitch I have ever met!" Spiderman looked at the senior vigilante with a look of shock.

Before he could retort Matt cut him off. "You have experienced more stress and emotional loss in one year then most people have in their entire life. The fact that you've decided to make yourself more than a selfish teen or criminal is a testament to your character. But you still haven't realized that you can't save everyone! I wish people like us could do more. I swear to you if I could go back in time and fix any mistake that I've made that cost me the people I loved, I wouldn't hesitate for a moment to take it! You did what you could. And Gwen knew what she was doing when she saved you."

Peter looked at his mentor for a moment before he sighed. As much as Peter wanted to argue, Matt was right. Daredevil walked over to the young hero before placing a hand on his shoulder. "Peter, we all wish we could change the mistakes we have made…but we can't. What's important is that you not only learn from that mistake, but also thrive from it. Let me ask you…Would Gwen have wanted you to act like this?" Peter lowered his head. Matt was right on all of it, and Peter still felt the guilt even if he shouldn't have. As if reading the young man's mind, Matt spoke up again. "I understand you feel guilty, but you can't let that stop you from being you." Peter remained silent. Daredevil decided enough was enough as he turned to leave. "Matt… thanks." The red vigilante turned to face Spiderman who had currently removed his mask, showing a miniature smile. Matt returned this gesture with his own smile. "Anytime kid." He then leapt off the roof and swung through the air, leaving peter alone with his thoughts.

…**.**

**Present, Warehouse**

Peter entered his warehouse to find it abandoned. 'Guess MJ's taking the night off.' Ever since Gwen's death MJ had been putting in double time to help Peter. Not only has she helped him in his hero work, but she had more importantly acted as his emotional support. She had helped him cope with Gwen's death while she did the same. To be honest Peter was more than thankful for her support, it was one of the few things that had kept him from completely losing it.

Peter walked over to his terminal. He sat down in his seat exhausted from his recent woes and activities. He looked at the terminal to see his reflection in the darkened screen. To put it bluntly he was a mess. His hair was disheveled, and his face was dirty and gritty from sweat and bruises. He had been fighting crime non-stop all day. He checked his web-shooters before restocking their ammo. He began to repair his costume, sewing in new pieces of Kevlar fiber to replace his damaged suit.

After about two hours his suit was repaired and he had restocked most of his web cartridges. He set his gear to the side as he readied himself for some sleep. His brief respite was interrupted when a beep signaled on his terminal. He pulled up the data from the terminal and examined it. Apparently a bank had just been robbed. 'No rest for the wicked I guess…" With that Peter threw on his suit and dashed towards the scene of the crime.

…

**Randolph Bank, 12:09 PM**

Peter saw the back as he swung through the city. The area looked completely deserted. 'I guess whoever triggered the alarm cut the feed before the police got it.' Peter sighed, it seemed he was dealing with a professional.

Spiderman crawled into the ventilation system making his way to the main lobby. He dropped into the room and quickly surveyed his surroundings. The room was completely empty. The whole presence Peter could detect with his senses was himself.

'Guess it was a false alarm.' Peter decided on that fact as he left the bank, swinging through the air as he did so. 'That was weird! There was no one there but the situation felt off…I got a bad feeling about this…" Peter arrived at his warehouse and dropped through the roof. He flopped down on his couch before going to sleep.

…**.**

**New York City, The Next Day**

Peter awoke to the sound of screeching metal. He bolted up right from his position on the couch and readied himself for a fight. He whirled around to look at the opened door to see MJ walking in holding a bag. She saw his alert expression and sighed. "Easy tiger, it's just me." Peter relaxed as he saw his friend enter the building. He quickly sealed the warehouse door before walking back to his couch. He flopped don't on the cushions as he rubbed his eyes, trying to stave off the urge to sleep for the next four hours. "What time is it?" Peter asked groggily. "Around nine. You don't have work today do you?" "No…It's my day off this weekend…What's in the bag?" "Breakfast." MJ tossed peter the bag of food. He looked at it a moment before beginning to eat. "Thanks." He said in between bites of food.

MJ nodded her head before she walked to the adjacent seat and sat down. They sat in silence for a few minutes as Peter finished his breakfast. "There was apparently a bank robbery yesterday…" MJ began. "Yeah…I investigated the scene but nothing was broken and the safe was sealed shut. Must have been a false alarm." "Right…so about two-hundred grand just vanished over night?" Peter's eyes snapped open at his friend's words. "What!?" MJ nodded her head before tossing him the Daily Bugle. Peter caught the paper and quickly skimmed the first page, reading all about the robbery. "The alarm was cut and no signs of forced entry were shown, not even hacking of the safe…what the fuck?" MJ looked at her friend in sympathy. "The police have no leads and there are no clues whatsoever. The weird thing is… that a large bank. It's used by the wealthier people of New York and all the money was stolen from the Roxxon Corporation's account." Peter thought this over a bit before he spoke. "I might have to pay them a visit." "As Spiderman or Photographer Peter Parker?" "Both." Peter answered as he moved to the back of the warehouse to change. He noticed MJ hadn't left her spot and he made a distinct coughing noise. The young red head looked at him a moment before she realized what he was trying to say.

"Changing…Right!" Mary Jane quickly turned around to give peter some privacy. 'Not exactly the best way to give me privacy…but I'll take it.' Peter went about changing from his costume into his regular clothes. All-the-while MJ snuck of few glances at the well-built teen.

…

**Roxxon Medical Company 12:45 AM**

"Come on Parker move it!" Peter Parker lightly jogged to catch up to his companion, a young blonde woman in brown jacket and blue jeans. "Sorry Norah, late start." The girl looked at him with some sympathy. "Just don't make a fool of yourself or me ok?" These words were said with a good amount of playfulness, something Peter didn't mind at the moment. Luckily the Bugle ad asked their top reporter, Norah Winters (22), and one of their best photographers (Peter Parker) to get a word from the executive of the company, Justin Hammer. About a year ago the man had bought out the board from the Roxxon Corporation and was now seeking to merge it with his own company, Hammer Industries. The business world saw this as a way to deal with its rivals at Oscorp and Stark Enterprise.

Peter and Norah approached the building as a group of reporters stood gathered around a podium. Peter and Norah mingled into the group, pushing through the crowd to get the best spot. They finally got a spot near the front. Peter looked at the assembled group of reporters. "Man I feel out of my league…" Norah gave the young man a smile before speaking. "Buck up Parker, leave the talking to me and get the photos your famous for! Remember were here to get an exclusive interview with one of the big shots." The press conference began as peter snapped a few pictures of the boring event; he made sure to save plenty of film for the real scoop. The conference finally began to dissipate and the two Bugle members moved to their real assignment. The two journalists walked towards one of the buildings entrances. Naturally other reporters were looking for scoops as well. Peter could tell by the mass of new people that they weren't going anywhere. Peter pulled Norah to the side as he walked off to a side hallway.

"Peter what are you doing!?" "We're not making it through there! Not with that crowd! We gotta find another way to get a scoop…" Peter looked around before seeing a guarded door. "Ok, maybe we can get past that guy to get some stuff." Norah looked at the guard then back at Peter. A cat like grin spread over her face. "I have an idea!" Norah then proceeded to drag her young photographer with her to a storage closet. She pushed Peter inside before following. "Norah this has got to be the most cliché version of a hiding spot in the world." "Oh shut up!" Peter looked around the storage area (filled mostly with janitorial supplies) before looking back at is companion. His face turned red as he looked at Norah. She was currently opening her blouse to reveal part of her cleavage.

Peter quickly whirled around, his face burning with embarrassment. "What are you doing!?" Peter said in a hushed voice as not to attract attention to the closet. "Oh don't be so shy! It's all part of the plan." "How is undressing part of the plan!?" Norah chuckled. "Y'know most guys wouldn't be complaining about this. You are truly a gentlemen Peter." "Y-yeah…I try…" Peter was still facing away from Norah, too embarrassed to face her. "Hey don't worry about it I only undid a few buttons. Now get ready for your part." "M-my part?" "Yep, I'll flirt with guard, you sneak on inside and get some pictures!" Peter nodded at her suggestion, trying to keep his eyes off her well-endowed chest. Norah noticed his stare and gave a small giggle. Peter looked away; his face was now the color of a stop sign. "When this is over we need to work on your skills with other girls!" "R-r-right…" Peter mumbled.

The two left the broom closet and headed towards the guard, Peter tailed a good distance behind as Norah began her part of the plan. She walked up to the guard, adding an extra sway to her step. She started flirting with the guard, luring him away from the door. Peter took this time to sneak past the distracted man. Peter had to admit even with his enhanced reflexes (allowing him to be a near master of stealth) he doubted he would have needed them considering where the man's attention was currently held.

Peter moved through the door (after breaking it with a good dose of bioelectricity) and entered a nearly deserted hallway. He moved quickly and leapt onto the ceiling to avoid the cameras currently in place. He crawled on the ceiling looking for anything that would get him any info. He crawled for about five minutes until he heard several scientists walking out of a room. They looked like they were in a rush, scrambling to hold paper and documents together. Peter saw the door they had left was closing and he leapt off to ceiling before bolting into the closing gates. The doors shut just as he made it through. 'Talk about close.' Peter privately thought. He looked around the room and realized it was a gigantic lab. Large computers and tanks filled with different creatures occupied the room. Peter leapt onto the ceiling as his spider-sense tingled. The door he had stood in front of moments earlier opened to reveal an older man with graying hair flanked by three scientists and a man wearing a business suit.

"Mr. Hammer most of the results are well above acceptable parameters. Most of the subjects are ready to be deployed. But for the t-" Hammer cut off the scientists rambling with an irritated tone. "Then get them deployed to deal with those two mistakes! They've already robbed me once and it was your fault that they escaped!" The scientists looked mortified at this. "Sir we had no idea that the subject would be able to teleport like that!" Hammer didn't take this well. "Oh? You didn't know? I guess that my skills are slipping in my old age because I have no idea why I would bother to higher such imbeciles!" The scientists backed up in fear. "You will fix this! Get Dillon and Marko ready!" The scientists nodded in fear before they scampered off.

Peter had watched the entire argument as he stayed on the ceiling. 'So they're experimenting on people…We'll see about that!' Peter continued to crawl on the ceiling heading for the direction the scientists had ran off in. He saw the scientists busy at work on two tanks. They both house d what looked like people inside but it was hard to tell. The first tank was hooked up to some form of electric generator. Electricity was coursing through the tank as it began to take a humanoid form. Peter was more surprised when the electrical being started to talk. "Stoooop! Please!" The man screamed in pain as the electricity increased inside the tank. Peter looked towards the other tank and saw it was filled with sand in the shape of a man. It was clear to see that the guy was trying to keep himself from collapsing into miniscule pieces of eroded rock as he was slanted up against the glass. One of the scientists spoke first. "Marko and Dillon are still unstable. But if we up the dosage of the MGH drugs they might just stabilize." "Put Dillon in the containment suit, Marko will have to do as he is." The first scientist nodded before he walked off. Peter snapped several pictures of the room before retreating to one of the vents and exiting the lab building.

He jumped off the side of the corporation before he dropping to the street in the back of the building. He exited the alley and headed towards the front where he saw Norah casually leaning against the side of a walking lane pole. She saw Peter and motioned him over. To Peter's relief, she was dressed far more modestly now. "So please tell me you got some thing good." Peter nodded his head as he showed her the pictures. "The fuck is this!?" "People! They're experimenting on people! We need to take this to the Bugle and the police!" Norah nodded her head in agreement. "If we give this to Jameson he'll hand it over to the police. He might be an asshole but he's not 100% dick!" Peter knew she was right about that. As much as Peter hated the guy's unfounded hatred of Spiderman, he couldn't deny that the guy had his good sides. He may have been cheap but he did help the guys who truly needed it. "Fine, hand it off to him. I'll see you later I guess." Peter began to walk off as Norah watched him leave. "Kid really needs to get laid!" Norah then walked off with the digital film in hand as she headed for the Daily Bugle.

…**.**

**Roxxon Corporation, 11:39 PM**

Spiderman crawled into the vents of the building he had investigated mere hours ago. "MJ anything from the cops yet?" "Nothing yet, either they have other stuff going on, or…" "Hammer's bribing people to keep quiet. Guess that leaved me to take care of this mess." "Peter…be careful." Peter smiled at the concern his friend was showing him, "I will, keep a lookout through the suit cam." Spiderman finally exited one of the vents before he landed inside the now empty lab room. The two tanks were that had previously housed the two post-humans were now empty. "Oh shit…" Peter peered closer at the tanks to see they had several labels on them. The first read: **Subject XVI Marko, Flint Project Sandman**. The second tank had a similar label: **Subject XVII Dillon, Max Project Electro**. 'I guess that was what they were called.' A loud crashing noise echoed throughout the silent building. Spiderman rushed through the doors heading towards the location of the noise. More banging and crashing noises emanated from the next room. Spiderman slammed through the door, and by that it meant kicking it down. As he rolled into the room talons ready, he saw four very abnormal people locked in heated combat.

The first was a young blonde haired woman (18) in a form fitting white suit. She was currently hurling what looked light glowing knives at the electric man known as Electro. Key difference from before was that Electro wore an armored black suit; his electric blue hand and face were visible. Second pair was the creature known as Sandman who was currently flailing his arms, which had taken the form of giant spiked maces, at a tall, cloaked figure easily dodged the oncoming attacks. Electro unleashed several arcing bolts of electricity, which the girl nimbly dodged. Sandman attempted to hurl several desks at the Cloaked individual, but instead of dodging, the figure opened his cloak to reveal nothing but darkness. The flying projectiles sank harmlessly into void as he closed his cloak. The figure then shot forward, spinning his cloak like a cyclone. The attack smashed into Sandman sending him scattering over the ground of the building's floor. "Damn you freaks!" Electro wailed as he fired off more lightning bolts at the duo. The two super-beings avoided the attack before the girl retaliated by firing several more glowing blades at Electro. The projectiles struck home as they imbedded themselves in Electro's suit. "Graaaahhh!" Electro wailed in agony as his containment suit began to spark and surge with electricity. Anticipating what was about to happen Spiderman shouted a warning to the duo, "Get down!" Apparently they decided to follow his advice as they hit the deck right as Electro unleashed all of the electrical power that sustained him. The electrical surge ripped through the building, frying whatever technology had been active at the time. Peter saw the lights in the room begin to rapidly die out.

Peter saw the two figures coming together, the tall one's cloak began to unfold as a black-hole like vortex began to suck them both up. "Hold it!" Not wanting the crooks to get away Spiderman fired a web-line into the portal. Unfortunately this pulled him into it as well. Peter panicked for a few seconds; he could see nothing but darkness. That was until the darkness seemingly began to retract as Spiderman rolled out of the void and onto the roof of a building. Spiderman saw that he was located on the top of a New York skyscraper. He whirled around as his spider-sense warned him of incoming danger. He rolled to the side just in time to dodge three glowing shards of light that flew past him. He returned fire on instinct; unleashing several shot of webbing that were intercepted by the cloaked figure who absorbed the attack into his cloak. "Ok that didn't work." Peter stared at the duo of super-powered beings as they stayed locked in their positions on the roof. "Who are you guys?" The girl responded by throwing several more light daggers at the masked hero. Spiderman dodged the attack, but he soon realized it was a distraction. The hooded figure had opened his cloak and was attempting to pull the wall-crawler into the void. "Spiderman thought fast as he unleashed a web-line that stuck to the side of building's railing. He fired off two web blasts that were aimed towards the man's face. The shots were pulled toward the continuous void and disappeared into the darkness.

"Shit!" The girl sliced Peter's web-line as he was sucked toward the void. As he tumbled toward the black vortex, Spiderman primed a web grenade before tossing it towards the cloaked man's face. "That's not going to work." The man muttered as the grenade headed towards the void. Peter allowed a smug smile to form over his face. "We'll see…" and sure enough the web-grenade detonated spewing impact webbing onto the man's face. The distraction was all it took for the void to collapse. Spiderman rolled to a stop before dodging a knife slash from the Caucasian girl. Her hand was glowing a bright white and was formed in the shape of a blade. "Cloak are you okay!?" The girl called out to her dark skinned companion. The one known as Cloak was finally able to tear the impact webbing from his body (courtesy of his powers). He took several deep breaths before answering. "I'm fine Dagger…But this Hammer goon is going down!" Peter paused at this, 'They don't know who I am?' Spiderman leapt back to distance himself from the attack of the one called Dagger. Spiderman fired off as many shots as he could with his web-shooters. His attacks were either destroyed by Dagger or absorbed by Cloak. He had already exhausted both of his shooters main supply of webbing and he was more than halfway threw with the backup supply. 'If keeps up I'm gonna have to manual reload!' Peter was standing near the edge of the building. He knew he had to act fast to overtake them.

Throwing caution to the wind, Spiderman charged forward dodging the light knives thrown by Dagger. Cloak opened his portal so he could absorb any attack Spiderman would throw at them, but he fell for the same trick twice. Peter had primed two web-grenades during the charge and he chucked them at the two. The grenade blew open covering the duo in a thick spread of impact webbing.

"And done!" Spiderman clapped his hands together as if wiping off dirt. "So how exactly have you guys not heard of me?" "We don't need to answer to one of Hammer's experiments!" Dagger's response only irritated the masked vigilante more. "Hey I'm not ne of Hammer's goons. I was trying to find evidence to bring him down when you guys started wrecking the place!" Cloak shouted out in anger. "You have no idea what they did to us! What they did to Tandy!" 'Who?' Peter privately thought. He then saw Dagger looking at her colleague with sympathy. "Guess your Tandy then." Spiderman's guess had a visible reaction as Dagger glared at him. "They experimented on us! They tortured Tyrone until he barely had a body anymore!" Peter looked at Cloak who had lowered his head. Peter could tell he was shaking with rage. "I assume your Tyrone. How long did they have you there?" "Months…" Cloak said. 'That explains why they don't know about me.' Peter remained quiet for a moment before he spoke again. "So you guys escaped about a month ago right?" The two looked slightly surprised before their gazes narrowed. Cloak was the fist to speak. "The only possible way you could know that…" Peter's spider-sense flared to life as the impact webbing binding Cloak imploded, sucked into the black vortex. "…Was if you worked for Hammer!" Cloak lunged forward tackling Spiderman to the ground. Dagger immediately began to saw through the webbing with her light knife hand.

Cloak grabbed both of Spiderman's arms as he prepared another portal attack. Before he could, Spiderman unleashed a burst of venom blast into Cloak's now tangible body. The man screamed in pain as he went limp, Peter supporting him. "Cloak!" Dagger screamed a she hurled one of her light knives at the masked vigilante. Spiderman was able to dodge, but in his haste he had also let go of the unconscious Cloak. "No!" Both Peter and Dagger screamed. Spiderman tried to fire a web-line but his shooter clicked empty. 'Dammit!' without another thought Spiderman dived off the roof, heading straight for Cloak.

Peter held his arms close to his body as he descended towards the falling super-being. He finally came close enough to grab Cloak's body. "Come on Cloak wake up!" he started to shake the man as they came closer to ground level. "Dammit Cloak wake up! Think of Dagger! Are you really going to leave her alone!? Think of what she means to you! Think od Dagger!" This little rant seemed to have worked as Cloak started to open his eyes. "Wha-!?" "Teleport now!" Cloak did as he was told his body shifted into its portal form. Both individuals were sucked into the vortex just as they were a meter off the ground.

Cloak's portal dropped them both off at the top of the skyscraper a few feet from where they fell. "Cloak! Your okay!" Dagger yelled in joy, ecstatic to see her friend was safe and sound. Peter laid on the ground trying to catch his breath. "Well…cross sky diving off my bucket list…" He then picked himself up off the ground and offered his hand to help Cloak off the ground. After a moment of hesitation, Cloak accepted the hand as he was lifted to his feet. "Why would you save me?' He asked. Peter sighed in exasperation. "I told you I'm not one of Hammer's experimental weapons. The name's Spiderman and I've been around for about eight months." Peter walked towards Dagger before using his claws to slice through his webbing, freeing the girl. Dagger ran to Cloak's side embracing him in a hug, one which he returned. Peter felt a little awkward in this moment but he let out a distinct cough to grab their attention again. "So care to introduce yourselves?"

The two individuals told him their names were Tyrone and Tandy. They had been high school sweethearts but they were kidnapped and experimented on by Hammer's scientists. During the crossbreed invasion they had managed to escape during the attack. "So they what dosed you with some drugs to give you powers?" The two nodded their heads, confirming the question. "So you guys started robbing Hammer and wrecking his business? Why not throw the cops in his direction?" Cloak let out a snort while Dagger simply scowled. "The police are on that bastards payroll. And beside this city wouldn't give a shit about us anyway!" Spiderman narrowed his eyes at Cloaks accusations. "Maybe…" "This city is a 'eat or be eaten' kind of place! The people here don't care about anyone but themselves!" Peter had finally heard enough of their self-pity at the expense of his home. "Alright can it!" Spiderman's harsh tone silenced the two for a moment. Taking advantage of the silence, Peter spoke. "Listen…I know this place isn't a shining utopia, it's got plenty of rough edges." Peter walked towards the edge of the building and looked out over the glowing city of New York. "But that's what makes this city so unique. It's not perfect…but it has plenty of good in it. People may seem distant, uncaring, selfish…but I've seen more than my fair share of good people." His thought turned to Gwen, Captain Stacy, MJ, his uncle Ben, aunt May, Matt, Jessica, and even Eddie. "There are plenty of people out there who are a lot more than they appear…you just got to give them a shot. And whatever hardships or problems you face, you can't wallow in it. Push past it, thrive from it! Learn to take that and make yourself more than anything you thought you could ever be!" Spiderman turned to face the amazed looks of Cloak and Dagger. "That's what I've done! And you need to do that as well! If not for my sake…do it for each other. Because as long as someone is looking out for you…this place isn't so bad."

Peter looked at the shocked faces of his former foes. "So you can either sit here and squander those powers you got for self-pity or crime, or you can be something more and help turn this city into a place that would make you guys happy to live here." The pair remained quiet for a moment before they stood to up on their feet. Peter took out two web-cartridges and manually loaded them into his shooters. "It's your choice what you do from here. You get a pass this time, but if I see you guys wasting this chance I will have to stop you. I know you can make the right choice here, all you gotta do is have a little faith in people, in this city."

Spiderman looked at the duo had hesative looks on their faces. Cloak was the first to speak up. "Why would you even try to help us?" Peter smiled under his mask as he walked towards the edge of the building. "That's the job of your friendly neighborhood Spiderman!" He then leapt off the skyscraper's edge plummeting several stories before swinging on a web-line before leaping into the air as he headed off into the city, leaving the two super-beings alone.

'Man I don't know if that speech helped them more or me!' Peter continued his airborne journey through his city. He continued to think as he headed towards his warehouse. 'Man I think Matt was right. I can't let every little tragedy, even Gwen's death, break me. I have to prove that I can overcome it! Uncle Ben, Gwen, I'm gonna make you proud!'

…

**Warehouse**

Peter landed on the top of his makeshift hideout before crawling into the building through an open window. He dropped into the building to find a sleeping MJ on the couch. 'She looks pretty cute when she's sleeping.' He walked towards the couch and gently nudged her. She started to stir as she blinked her eyes. "Wha-? Peter?" "Hey, sleep well?" She blushed a little as she realized that she had fallen asleep while he was on patrol. "Sorry it was late…" "Hey I get it. Don't worry about what happened, I got it resolved." "Yeah that was a nice speech. Didn't know you were so good at them." Peter blushed as he realized she probably heard the entire speech he had pitched to Cloak and Dagger. "Yeah…Ya heard that huh?" MJ smiled as she nodded her head.

"You've been practicing it haven't you?" Peter nodded at her question. "A little…it felt like I rushed it, did I rush it?" "No it was good I liked it." "Cool." "Yep."

The two sat in silence for about a minute. "You think that they'll be okay on their own?" Peter looked up at the ceiling thoughtfully. "Maybe. Its their choice to make. I just hope they make the right one." MJ nodded her head before resting it on Peter's shoulder. Peter looked down at her as her breathing deepened. He smiled at this before resting his head on the back of the couch. "Night MJ…" Soon both teens were sound asleep on the couch as the city continued to buzz outside.

**Hoped you enjoyed this chapter and the little speech I made. More character sand villains will be appearing and by no means have you seen the last of Electro or Sandman! **


	29. Chapter 29

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 29**

**Trial Part 1**

**New York City**

The city of New York was business as usual. Cars and people blurred by the crowded streets and glowing shops without a care in the world. Everything was as it usually was, until three figure burst through the air. One was a flying machine shaped like a garbage can. The machine barreled through two signs attempting to evade its pursuers. A large being of fire rocketed past the cars on the street drawing the attention of several bystanders. About a second later a red and black figure zoomed past them on a thin line propelling himself into the air.

Spiderman and The Human Torch flew through the sky as they chased after the strange machine. "Torch how many of these things have you trashed so far?" "This will make three! Pick up the pace slow poke!" Peter rose to the joking taunt "Yeah right you can fly and I'm still gonna get it first!" Spiderman fired off a web-line and pulled himself through the city air aiming straight for the flying machine. Torch increased his speed to catch up to the web-slinger "Bring it on Spidey!" The duo headed towards the flying garbage can as it tried to turn a corner. "Johnny slow it down!" "On it Pete!" Torch fired off a powerful blast of fire that struck the machine head on. The machine sputtered for a moment and closed in on a building. The bottom part of its body expanded to reveal several spider-like legs it used to land as it attempted to escape. Johnny landed in front of the machine. "Where you going ugly?" The machines head opened to reveal a cylindrical device that releases a light. Johnny immediately began to retaliate but was beaten when Spiderman slammed into the machine stabbing the main body with his claws. Peter brought the machine down on the building's roof before he sent a dose of venom blasts into the machine's body causing it to explode. Peter had let go a moment after he had administered the attack. He landed next to Johnny as they watched the machine burn. "Two kills a few months ago right?" Johnny nodded his head. "Yeah it's fun wrecking these things." "Word." The two heroes proceeded to fist bump each other as they watched the flames burn on the roof.

Soon a loud rumbling noise was heard as the two looked up to see the rest of the FF in the fantastic car. The vehicle landed on the building's roof as the team exited. They were all wearing formal attire as if they were on their way to a party. Mainly because they were on the way to a fundraiser at a children's hospital. Susan Storm looked pissed as she glared at both Johnny and Peter. "Jonathan Spencer Storm! You were supposed to capture it! And Peter!" she turned her glare at the young hero who took a step back. "You were suppose to help 'capture it' not destroy it! Johnny I get, but you?" Peter sheepishly shrugged, "Ummm…sorry?" "Come on sis! It's not all bad!" "Yeah Reed can still study the wreckage!" Peter immediately regretted those words as they machine blew up yet again. "Most of the wreckage…" Johnny added as he and Peter gave each other a nervous look. "Look guys I know it a pain but Reed really wanted that one alive!" Ben words made the two teens rub the back of their heads. Reed finally spoke as he approached the wreckage. "Well I still might be able to salvage something." "Anyway stretch we need to get going…and Matchstick needs to get another suit." Johnny looked down at his uniform and realized he had incinerated another tuxedo. "Uhh…oops?" Susan put a hand to her face in irritation.

"Well…my job here is done. Enjoy the fundraiser guys." "Thank you Peter." Reed said as he continued to analyze the wreckage. Long story short, after Gwen's death the FF had learned Peter's Identity, mainly because Johnny saw it and reed matched his face to his application to the Baxter building program when he was fourteen. As Peter walked to the edge of the building he began to feel fuzzy as his vision blurred. "Whoa…" He grasped his head as he began to stumble. The FF looked at the young hero as they saw his actions. Before they could react Johnny fell to a knee as he grasped his head. "Aww…I don't feel to hot…" Soon both the teens were engulfed in a bright light as they disappeared from the roof. "Johnny!" Susan screamed in horror. Reed quickly examined both spots where the two heroes had disappeared from, scanning it as he did so. "Amazing…" Amazing!" Susan shrieked making both Ben and Reed nervous. "That thing just vaporized my brother!" "Stretch it just took out the kid and Spidey this is not the time to be impressed!" "They weren't vaporized…I'm picking up residual worm hole radiation…they were mot likely teleported outside of the galaxy." Reed's fascinated tone didn't help Susan's panic. "M-my brother…in another….galax-ooohhh…" She then fainted. Reed instantly stretched out his arm while enlarging it to catch her. "Great work there egg-head. Remind me to never have you cheer me up." Reed tried to defend his statement as best he could. "I didn't mean to say Johnny or Peter were endanger, Just that they aren't in our universe anymore!" "Doesn't really sound better buddy." Reed thought this over before answering. "I see your point. Lets head back to the Baxter building, I'll call the children's hospital and tell them we'll be late." Ben thought this over a moment before he spoke again. "Arrghh…I'll do it! Anything for the kids right? You find Johnny and the kid. Besides you got the had part!" "Finding Johnny and Peter?" Ben chuckled at this, "No, making sure Sussy doesn't tie you into knots!" Ben then leapt from the roof of the building; his landing making a large commotion as several cars began to honk their horns. "Hey I'm landing here!"

…

**Unknown Location**

Peter slowly came to as his vision began to adjust. "Oww…where am I?" Pete looked around but saw only darkness the only light came from an overhead beam the illuminated a small circular area around his person. Peter tried to move his arms but found that his arms were sealed in some sort of cuffs. He tried to break free but to no avail. He also felt some pressure around his neck but he couldn't tell what it was. He attempted to use his bioelectricity to free himself but he couldn't connect to his powers. Luckily he still felt all his normal powers of strength and reflexes. "Guess they suppressed my mutant powers." Another light lit up about 5 meters from Spiderman to reveal a young man with blonde hair. "Johnny!"

At the sound of his name the teen began to stir. "Huh?" "Johnny get up! Now!" At the sound of Peter's voice the Human Torch became alert. "What!? Pete where are we!? What happened!?" "I don't know! Last I remember was we destroyed that robot! After that I blacked out!" "Yeah I can't remember anything after that either. Wait where are the others!?" Peter looked around and concentrated with his enhanced senses. "I don't think they're here Johnny, I can't smell or hear them at all!" "So they might still be out there?" "Let's hope." Peter noticed that Johnny was in similar bindings to his own with the addition of a light blue collar that looked rather bulky. 'Guess I have one of those on too.' "Torch, try using your powers! Some of mine are beings suppressed!" Johnny nodded his head in agreement. "Flame on!" He exclaimed as his body burst into flames. However, the flames soon began to die as his powers began to flicker. "Gargh! I can't maintain it! What's with these collars!?" "I think they're suppressing our powers…Well most of them. My mutant powers aren't working but my other ones are." "Do you think you can break the cuffs?" Peter nodded. "I tried with brute force and that didn't work but I might be able to cut it with my talons." Johnny nodded in understanding.

Before Peter could attempt his escape plan the platforms they stood on began to move, rising up to the ceiling. The ceiling opened up as bright light flooded the chamber. The two super heroes had to shield their eyes from the light by closing them. They opened their eyes to see a giant coliseum filled with blue beings. The coliseum looked like a futuristic version of Roman structures. Johnny looked around at the blue aliens. They all looked very human except their skin color was blue and they had a variety of hair colors. "When did the Smurfs get so big?" Johnny asked half jokingly. Peter looked around the area looking at any possible escape route. Johnny saw his ally's actions and asked the obvious. "We're trapped aren't we?" "Yep. I don't see any exits. We'll just have to see how this plays out." Torch nodded his head, seeing no alternative.

Suddenly a large towering structure erupted from the coliseum floor. On top of the throne was a larger alien wearing a green hood. In his right hand he held a golden hammer almost as tall as he was. The hammer pulsated with blue energy. "Jonathan Storm, Peter Parker…" The two heroes looked up in surprise at the blue alien. "…You stand here accused of violence against the Kree Empire. Your trial shall now begin." At this comment both the heroes looked at each other thinking the same thing, 'trouble'.

…

**Baxter Building**

Reed Richards was currently hard at work trying to detect where the wormhole energies had come from. Susan Storm stood impatiently behind him a scowl of pure anger on her face. Reed could feel his fiancé's glare directed at the back of his head. "Just calibrating now Susan. This energy is truly fascinating! If I could only d-" Reed instantly stopped his sentence when he felt Susan's glare deepen. "Sorry." He quickly went back to work. "So where is he?" Sue asked anger being the dominant emotion in her voice by far. "Susan you have to understand, Johnny and Peter could be anywhere in the galaxy!" Needless to say the Invisible Woman didn't take this well. "Where. Is. My. Brother!?" Reed was frozen in fear for a microsecond before he went to work on literally every console in his lab using his powers. Herbie (The Baxter building's personal AI) spoke up after about ten seconds. **"Energy match located. Triangulating coordinates. Coordinates found." **Reed looked at the data as he spoke. "It looks like they're both in…Central Park?" Susan responded with an equally confused voice. "What?"

…**..**

**Children's Hospital Fundraiser**

Benjamin Grimm had been in many life-threatening situations. He had faced the like of Doctor Doom and the Submariner and had barely comprehended fear during any of those fights. But for this situation, Ben was more terrified then he had been in his life. He was currently supposed to give a speech Reed had prepared ahead of time. Unfortunately his large hands had ripped his tuxedo's pockets causing the cards to scatter on the floor in a mess. He had attempted to pick them up, but his enlarged fingers lacked the dexterity to pick them up. 'Just great! My stupid fat finger can't get the cards!' He looked at the large audience of people as he decided to improvise. "Anything for the kids…" he grumbled under his breath.

…

**Central Park**

Susan Storm was currently flying on one of her makeshift hover boards made from her force fields. She raced towards central park, followed closely by the fantastic car, flown by Reed. They saw a large white dome begin to form over central park. "Susan be careful! The readings I'm getting are off the scale!" "I'll show you off the scale!" Susan then concentrated as a condensed force field formed in her hand. She hurled the projectiles at the dome only to see it slam into the wall with little affect. This only caused the Invisible Woman to become more enraged. She continued to hammer the dome with several force bolts from her hands. "Incredible!" Reed mumbled. Whether this was directed at his fiancée's rage or the dome's strength was unknown.

…

**Inside the Dome**

Spiderman and Johnny looked up at the large blue alien. "You two stand accused of crimes of aggression against the Kree Empire. As declared by the empire's law you have the right o be tried and terminated on your home planet." "What!?" Both tens said in unison. "Terminated!? What for!?" "We've never even heard of the Kree Empire!" Both Johnny and Peter cried out respectively. "Do we at least get lawyers!?" The area above the two glowed. The judge like alien looked at the light before it faded. "The Supreme Intelligence has decided to allow Earth customs to be obeyed. As chief judge, I Ronan the Accuser will allow you to choose your respective lawyers." Both the Johnny and Peter chose their respective lawyers immediately, "Reed Richards!" "Matt Murdock!"

…

**Outside the Dome, Central Park**

Reed Richards and Susan Storm floated outside the dome. Susan was still pounding the energy dome with her force fields. She finally stopped to catch her breath as she hovered in the air. "That thing is almost done!" She said in between gasps. She began to charge up another force bolt but was stopped when Reed flew between her. "Get out of my way Reed!" Reed refused to budge, keeping the dome protected from a further onslaught. "Susan stop! We don't know anything about it! If its destroyed we may never f-" his sentence was cut off as Reed's body began to glow with the same light that had taken Johnny and Peter. Reed became fully enveloped in the light as he disappeared from the cockpit causing the fantastic car to spiral to the ground. "Reeeed!" Susan cried out as she saw her fiancée disappear in a bright flash of light.

…

**Inside the Dome**

Reed Richards found himself standing on a floating platform that hovered over the coliseum. "Wha-!?" "Reed!" Mr. Fantastic looked down at the coliseum floor and saw his missing teammate and new ally in the middle of the coliseum. Each sporting a collar and handcuffs that restrained their arms behind their backs. Reed looked to his left, as another bright light soon appeared, teleporting a masked red figure into the dome on a similar platform to Reed's. The red figure must have been as confused as Reed was as his reaction was similar to the scientist. "Wha-!? "DD no time for long version!" Daredevil moved his head down as if looking at his web-swinging ally. "Alright Spiderman give us the short version." Matt had immediately scanned the area with his sonar, he instantly realized that this was some-type of alien craft the structure of both the dome and its inhabitants were far from human. Reed looked down at Johnny before speaking "What's going on Johnny!?"

"Reed long story short, aliens want us dead! Don't know why! You and the red guy are our lawyers! GO!" Reed looked around at the coliseum before speaking in amazement. "Incredible! An advanced extraterrestrial race with similar style to Roman culture…their technology must far outweigh our own… " "Reed! Trial! Us! Now! Please!" At Johnny's pleading Reed refocused his attention to the problem at hand. "What are the crimes against Jo-, I mean my client?" Ronan spoke up from his position on the coliseum throne. The accused's crimes will be displayed in due course." "With all due respect…" Reed turned his attention to the masked vigilante Peter had identified as Daredevil. Said vigilante continued to speak. "As both my client and Dr. Richard's are being tried for a crime that relates to this situation, I request that the legal council may collaborate to further present our case." Reed was impressed by the man's skill in law. The crowd booed at this, but Ronan slammed the pole of his hammer into the floor of his throne, silencing them. "Silence!" the coliseum instantly went quiet as the audience's protests died in their throats. "By Kree law, Earth customs are to be obeyed to the extent allowed by the Supreme Intelligence." Again a blue light filled the coliseum as all the Kree in the audience looked up at it in awe.

"What's with that light?" Johnny whispered to Spiderman. "Don't know. Maybe only their race can see what's in it." Their conversation was silenced when the light died down and Ronan spoke. "Your request has been accepted." Daredevil's platform moved toward Reeds as the two machines connected. "Dr. Richards." Daredevil said curtly. "Daredevil, I presume. I must say I'm impressed at your law skill." "I dabble." Was his response. "So what's this about?" "Johnny and Spiderman destroyed a drone and were then transported here. I assume this trial is to create a form of punishment." Daredevil nodded in understanding.

"The lawyers of the accused may converse after the witness are gathered." "Witnesses?" Johnny wondered out loud.

…**.**

**Outside the Dome, Central Park**

Susan Storm was about to unleash one of the strongest force fields she had ever created when he felt her body was glowing. She then vanished from the air, leaving the park deserted.

…

**Children's Hospital Fundraiser**

Benjamin Grimm had to pat himself on the back mentally for coming up with the current idea. He was currently entertaining several children by gently juggling some of the other ones in his arms. The children were laughing in joy as they saw the spectacle. Even some of the older audience members were enjoying the scene. Ben finally ended the show by catching the three children and lowering them to the ground. The children were till laughing in joy as they scampered off back into the crowd. Ben decided that enough was enough, as he needed to rejoin his team. "That's the show folks! I gotta run!" As he began to leave the podium a large blast of white light enveloped the Thing. When the light vanished so had the Thing. The audience instantly began to clap thinking that this was also part of the show.

…**..**

**Inside the Dome**

Both the Thing and the Invisible Woman materialized inside of the coliseum landing on a platform similar to the one Reed and Daredevil stood on. Seeing that her future husband and younger bother were okay gave Susana huge sense of relief, an added bonus was that Peter was also unharmed. "Johnny Peter your alive!" "Yeah for the moment." Johnny grumbled. Susan looked at Her husband who was conversing with a red armor clad individual. "Who's stretch talking to?" Ben asked. "That would be Daredevil. He and Reed are our lawyers." Peter's response drew the attention of both the remaining FF members. "So this a trial or something? If it ain't can I start smashing stuff?" "No smashing!" Reed immediately dashed Ben's train of thought. "We'll play along now to see if we can resolve this without violence." The others nodded.

Ronan's booming voice sounded yet again. "Two of the three witnesses have been assembled. The third will now be presented. The group of heroes turned to see another flash of light. Peter's eyes widened in horror at what he saw. A beautiful redhead. "MJ!" He called out. The confused girl looked down at her friend. "Peter! What is this!?" "Peter immediately turned to Ronan. "Why is she here!? She has nothing to do with this!" Ronan calmly answered the young man's question. She was also a witness to the crimes committed. As such she is a part of this trial." Peter grinded his teeth together in rage. This was sidetracked however when Johnny nudged him in the shoulder. "Hey who's the hot red-head?" Peter grew a little irritated at this. "Back off Torch…" "Oh! She's your redhead am I right?" Peter blushed under his mask at that assumption. "Wha-!? No! We're friends okay!?" "So she's available?" Torch asked with a smug smile on his face. "No she's not!' "Geez make up your mind man! Is she your girl or not?" "I-I, its, gaaahh! It's complicated okay!?" Torch just laughed at this before speaking. "Okay man. Whatever you say." Peter could tell from his friend's tone that this was not the end of this conversation.

"The trial shall now commence." Ronan raised his hammer as a bright light emanated from above him. The screen displayed several images like a big screen television screen. "The crime of the accused shall be known. Eleven earth weeks ago, Kree sentry J-5631 attempted to observe this Earth city. But the individual known as Jonathan Spencer Storm destroyed the probe. The video screen projected an image of the robot being blasted by fireballs, curtsey of the FF resident hothead. "I was big and ugly! I thought it was trying to break in!" Peter sighed. 'This is not going to end well.' He mentally thought as Johnny tried in vain to defend his actions. "The next crime shall be presented." Ronan motioned towards the second image on the screen. It was viewed from the probes point of view walking through an alley watching Johnny. Said person whirled around and fire off a powerful blast of fire that incinerated the alien scout as the screen was filled with static.

"It snuck up behind me!" Johnny shouted out in defiance before adding his own little self-praise, "But you gotta admit that was a sweet move!" Peter shook his head as he could see the remaining FF do the same. Peter turned to Johnny before speaking. "Johnny I don't think antagonizing the big alien with the hammer is the best way to save our live! And I still don't see how I'm involved in this!" This last sentence was directed at Ronan. "The final crime shall be presented. Earlier tonight Kree sentry D-2573 was orbiting the city when it was attacked by both Jonathan Storm and Peter Parker. The Latter of which destroyed it when it used a simple scanning laser." The screen displayed the earlier events of the night including Spiderman's vicious attack on the drone. "Uhhh…Sorry?" Peter said sheepishly. "How does the accused whish to defend their actions?" Reed and Matt decided to take the lead on this with Reed being the speaker.

"The defense does admit that the events brought to light did indeed transpire. They regret their decision and would like to offer restitution." At these words Johnny looked up, confused. Peter saw his expression and decided to clarify. "He means we have to say were sorry. Maybe if we apologize we can fix this without turning it into an 'aliens vs. human' catastrophe." Johnny sighed seeing the logic in that. They both turned to face Ronan. Before they could apologize Ronan stood up. "The verdict had been reached. The accused are declared guilty of all crimes and are to be executed." "Wait isn't there another way to settle this!?" Spiderman exclaimed, not liking the decision one bit. "The verdict has been reached. Due to your acts of aggression against the Kree Empire you have been dubbed as hostile threats and you will be terminated as such. Ronan banged his hammer against the floor of his throne as two door opened on either side of the coliseum. Several metal spheres about the size of a person rolled out of the doors. The spheres rolled around the accused group of heroes. Spiderman's spider-sense was flaring up like crazy and he desperately tried to use his talons to finish breaking his cuffs. He was more than halfway done when MJ called out. "Peter look out!" Said teen world around and saw the spheres transform into what looked like mechanical lions. "Oh Fuck!" Peter started to stretch the cuffs with all the muscles he had to rip the cuffs apart.

Johnny was also trying his best to lite himself on fire in an attempt to break free as well. "Damn collar!" The machines began to circle the duo snarling as they did so. One of the machines leapt forward to devour the young heroes, but it was repelled by an invisible force field. The machine bounced on the ground before regaining its balance. Torch and Spiderman looked up to see the invisible woman leap onto one of her invisible disks and rode it to the ground floor of the coliseum. The thing jumped down from the floating platform and landed on the ground with a resounding thud. "Of course you two numb-skulls would get us into this mess!" "You guys don't have to be here this is our fault!" Johnny spoke up attempting to spare his teammates his fate. Another machine leapt towards Spiderman before it was grabbed by the Thing in mid air and slammed into the ground. "You sure you want us to leave?" Ben questioned. Spiderman and Torch looked at each other before Peter responded. "You can stay if you like!" The Thing let a smirk form on his face as he hurled the machine into a coliseum wall. Mr. Fantastic stretched himself down to the coliseum floor before resuming his original form. Daredevil also landed in the coliseum readying his Billy clubs for a fight.

"If you stand with the accused, you will share their fate!" "Ahh! Can it Papa Smurf!" Ben grabbed one of the lion-like machines and hurled it at Ronan. The Kree simply raised his hammer before a shield of blue energy rippled in front of him. The makeshift projectile slammed into the force field. "Very well. You have all been declared as enemies of the Kree Empire. You shall all be executed here and now!" The giant blue alien leapt from the podium and landed on the coliseum floor. He raised his weapon as he marched towards the group of heroes. Another mechanical lion leapt at the distracted group but it was felled by a blast of webbing that struck its face. The group looked at Spiderman who gestured up to the platform where MJ stood. She currently held a spare of Peter's web-shooters attached to her wrist. Peter smiled at this. 'She's a pretty good shot!' Peter had finally weekend the cuffs enough to break free before he unsheathed his claws to slice the cuffs off Johnny's hands as well. Spiderman gripped the collar but found it was stringer than the cuffs. 'Guess this s staying on for now.' Peter saw from his peripheral vision that Johnny was at least able to partially coat himself in flames.

Peter kept his claws unsheathed as he prepared to fight off the machines. The creatures snarled at their prey. Ronan stomped forward, standing about two meters behind the mechanical monsters. He raised his hammer before pointing it at the group. "You will perish here!" Ronan slammed his hammer into the ground causing a massive blast to emanate from the hammer's tip. Thinking fast the Invisible Woman leapt forward and projected a force bubble to act as a shield. The energy slammed into the shield creating a shockwave that rippled across the arena. The force bubble held for the majority of the attack before it shattered under the attack from Ronan's weapon. Susan was sent hurtling back several feet. Reed and Johnny looked in shock at the event that had just occurred. "Susan!" "Sis!" Reed and Johnny cried out respectively. The Invisible woman laid on the ground unmoving as Ronan stomped forward. "Now the execution can begin!"

**Cliffhanger! Sorry I haven't been updating as much as I wish had been. I'll try to finish the next chapter soon and then I'll try to work on my other stories, though with school and my new job these updates will be slower but keep your eyes open for them. **


	30. Chapter 30

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 30**

**Trial Part 2**

**Central Park **

Ronan stood over the unconscious form of the Invisible Woman, his hammer raised to deliver a killing blow. As he brought the weapon down a massive blast of flame slammed into the alien's body. The force of the flames pushed Ronan back several feet, forcing him to a knee. Using his hammer Ronan formed a shield of energy that dispersed the flames. He looked up from his downed position to see Johnny Storm's partially burning body. "Back away from my sister!" Peter Leapt into action leaping onto one of the machines as he grappled it to the ground. His claws popped out as he stabbed them into the machine's jaw wrenching it from its body. "Like that you metal fuckers!?" The thing followed suit as he smashed another machine into the ground on his way to smash Ronan. Said blue alien raised his hammer and slammed it into the ground causing a shockwave to form.

The group of assembled heroes was forced back as Ronan rose to his feet. He stomped forward but was halted as a blast of webbing impacted his face. The large alien stumbled back in an attempt to rip the obstruction from his face. The group of heroes looked up to see MJ firing off several web shots that began to stall and hold the mechanical monsters. Daredevil took ad advantage of the distraction and dashed towards Ronan. By the time the large alien had removed the webbing that blocked his sight, Dare devil had leapt into the air. The red clad vigilante slammed both his feet into the chest of the blue alien, making him stagger. Ben Grimm pushed the advantage by rushing the self-proclaimed accuser. The orange stoned hero slammed into Ronan before the two began to trade superhuman blows. It was clear that Ben had the superior strength, but Ronan was far more capable in combat, delivering several brutal blows to the orange clad hero. Ben was sent flying by a blow from Ronan's hammer, causing him to slam into a wall. Ronan rushed towards the group of assembled heroes. Wielding his hammer, the Kree warrior charged their ranks.

Mr. Fantastic launched himself forward, tackling the blue warrior to the ground. Reed extended his body to constrict the blue alien like a python. He began to tighten his grip as Ronan struggled to break free. "Unhand me you human!" "Stand down Ronan!" The alien continued to struggle against his captor as Ben rushed back into the fight. The Thing slammed into Ronan, pounding his face while Reed held him in place.

While the two members of the Fantastic Four struggled against Ronan, Spiderman and the remaining heroes (MJ included, still on the floating platform) where smashing through the remaining robots that had surrounded them. Susan Storm had recovered from her previous state and was now aiding her brother against a small group of mechanical lions. Daredevil and Spiderman leapt over several machines, the wall crawler unleashing a slew of webbing over the metal killers in an effort to slow them down. Daredevil slammed his Billy clubs down on the head of one of the machines, causing it to stagger back. Matt rushed forward slamming his weapon into the creatures jaw before pushing forward on the metal baton. The machine's jaw snapped off as the pressure became too much for it to bear. Spiderman moved into action tackling the wounded machine before digging his claws into its stomach. Using his super-human strength Peter tore through its armor as he began to rip the beast in two. "Go to Hell you robotic pests!" Peter tore the machine in half before hurling the two pieces at the remaining machines. Daredevil joined his agile ally in damaging more mechanical lions by whirling his Billy clubs at the faces of the machines. His red weapon slammed into machine's mouth cracking the metal in the process.

Daredevil wrapped the cords of his main weapon around the neck of one of the creatures. Matt pulled on the cord dragging the creature around as he rode it like a makeshift bull. The machine plowed through another robot as Daredevil guided it towards Ronan. The blue alien simply gripped his hammer as he directed a blast of energy at the rogue lion and the two FF members who had him pinned. The blast wave sent Daredevil and Mister Fantastic across the coliseum. Ben skidded across the coliseum floor, burying his fist into the floor. "Dammit!" The Thing rushed forward, attempting to deliver a Haymaker at the giant Kree. His attack however was blocked by the alien who retaliated by swinging his hammer into the orange goliath's stomach.

Ben was sent hurtling back from the force of the blow, slamming into the coliseum wall. Piles of rubble fell on top of the orange hero, burying him under the stone debris. "Ben!" Johnny exclaimed as he saw his friend buried under a small mountain of rocks. The Human Torch's body fully burst into flames as his anger skyrocketed. "You son of a Bitch!" Johnny rocketed forward slamming into the blue judge with the force of a rocket. The impact sent Ronan hurtling back onto the ground. Johnny continued his attack by unleashing a torrent of flames at the alien, bathing him in a stream of fire. Ronan grunted under the heat and force of the attack, barely managing to raise his hammer in self-defense. The metallic weapon released a bright light before a sphere of energy encompassed the executioner in a protective force field. The flames seared over the edge of the bubble, Ronan slowly rose to his feet as he prepared for a retaliatory attack.

Johnny only increased his attack, the flames burning over his body increasing in intensity. As Johnny burned, so did the collar. The alien device began to burn and sear as Johnny increased his body heat to near Super-Nova levels. Peter and the other humans could only watch in awe as the heat inside the coliseum began to approach that of the Sahara desert at its peak. Spiderman had to leap back as stray flames danced around the arena. MJ's flying platform rose in the air startling the redhead and causing her to cling to the railing even tighter than before. Spiderman saw his friend's predicament and leapt to her aid, firing off a web-line to bring himself to her height. Spiderman landed on the platform before grabbing the scared teen. Peter leapt from the platform, taking MJ with him. Peter landed on the ground before setting his scared friend down on the floor. Mary Jane was panting in exhilaration at the turn of events. "You okay?" Peter asked gently as he placed his hand on his friend's shoulder. MJ nodded weakly before shouting. "Look out!" Spiderman whirled around in time to fire off a shot of impact webbing that slammed into the face of one of the animalistic robots.

Spiderman turned to see the rest of the FF recovering, including Ben who was currently removing a large slab of rock from his back. Johnny's attack was now beginning to weaken as Ronnan's personal force field allowed him to approach the young pyrokinetic. Johnny began to retreat from his position by slowly stepping back. Ronnan continued to march forward, preparing his hammer for another attack. Seeing what was coming, The Invisible Woman projected a compressed force bubble in her right hand. "Not on your life you bastard!" Susan hurled the compressed force field at the blue alien slamming into the accuser's force field. The field began to rupture as the unexpected projectile collided with the field of energy. Ronnan saw the sudden influx of energy tearing apart his already weakened shield and moved to evade the inevitable. He dived to the side avoiding the onslaught of flames that bathed the arena in fire. Ronnan rose to his feet as the flames died out to reveal an exhausted Johnny panting on the arena floor.

Ronnan revealed a viscious smirk as he raised his hammer, energy swirling around the mallet's head. Before Ronnan could deliver the finishing blow, a mechanical lion, ridden by Daredevil, slammed into the blue gladiator. Ronnan was knocked off his feet as the machine struggled to remove the red hero from its back. Ronnan slammed his fist into the machine's body before throwing it off. Daredevil flipped off the back of the machine before landing gracefully on the sandy floor of the coliseum. The machine was not as lucky. The robotic animal crash-landed into the coliseum stands, right next to the crowd of Kree citizens. Spiderman and the assembled humans looked up in horror as they realized that the machine was still functional. To make matters worse, the machine had set its sights on the defenseless citizens in the stands. Ronnan saw what his actions had caused as he screamed in horror. "NOOO!" The crowd of civilians scattered in fear barreling through each other as the rogue machine stalked through the bleachers of the stands.

A smaller alien child was petrified as the mechanical menace prowled towards him. The machine's jaw opened into three separate pieces filled with razor sharp teeth. The creature snarled as the little boy backed away, tears forming at the corner of his eyes. Acting without thinking, Spiderman leapt into the stands, tackling the predator. The mechanical killer snarled as it attempted to shake the red and black hero from its back. Seeing his ally's actions, Johnny burst into flames as he fired off towards the stands. The Human torch slammed into the side of the machine, Spiderman leaping into the air to avoid the attack, sending it smashing further into the coliseum walls. Peter landed near the frightened alien before scooping him up and leaping towards the remaining Kree citizens. He dropped the boy in the arms of a frightened Kree citizen before sprinting back to help Johnny.

Spiderman unsheathed his claws as he rushed towards the mechanical lion. Said machine was attempting to rip apart the flaming human, but it only succeeded in missing the young teen as he dived to the side. Johnny rolled to his feet before unleashing a torrent of flames at the machine searing the beast's metal skin. The creature was forced back several feet as its claws dug into the ground in a vain attempt to brace itself.

"Keep it up Torch!" Peter exclaimed as he landed near the battle. He prepped his web-shooters for another load of impact webbing as he watched the fierce assault that Johnny was currently unleashing. The mad machine struggled to break free from the inferno as it stalked forward. The beast finally escaped the flames by leaping into the air, surprising both Johnny and Spiderman. The machine landed near the edge of the stands, snarling at the two heroes. The two super-humans were amazed at how the monster was able to remain active as most of its skin and outer wiring were melted or incinerated. The mechanical lion let out one last snarl before it leapt towards the duo. Before either could retaliate a blast of pure energy erupted from the coliseum floor, smashing into the beast's side. The machine shattered under the sheer power of the blast as it and the wall behind it exploded in a blast of blue light.

The assembled heroes looked towards the source of the attack and saw Ronnan standing on the coliseum floor, hammer smoking. The blue alien lowered his weapon as he looked at the accused group of heroes. Seeing his gaze lock onto them, Johnny and Peter readied themselves for an attack. Ronnan glared at them for a moment before looking up at the coliseum's roof. As he did, a blue light began to emit from the room's ceiling. Ronnan lowered his weapon as the light shined above him, informing of its new decision. "Supreme Intelligence, what shall the new verdict be?" The light began to pulsate before a distorted voice was heard (only by Ronnan). **"They are still a danger to the Kree Empire…they will be eliminated in due time…however their actions here today have earned them amnesty." **Ronnan nodded his head in understanding before he spoke again. "Supreme Intelligence…what use do they serve to us? They have proven themselves to be honorable, but I see little use in their potential." **"They may prove themselves a useful distraction for the Chituari and a potential ally against the Destroyer." **Ronnan gripped his weapon tighter at the mention of the latter. "You believe they could aid us?" **"If not…they will be able to stall its approach to the Kree Empire. For now they will receive a neutral sentence. Our contact in the human's space exploration program has fulfilled his purpose. Soon we will decide on the fate of the humans as a whole." **Ronnan nodded his head at his leader's decision before he turned his attention back to the earthbound heroes.

"The Supreme Intelligence has spoken. The assembled humans are to be released from holding, and their impending execution suspended." The crowd began to murmur amongst themselves before Ronnan slammed his hammer on the ground, silencing the voices of the citizens. "The Supreme Intelligence has spoken! The accused are freed from their charges." The members of the FF looked at the blue alien in surprise. "Why did you do this Ronnan!? What purpose did it serve!?" The blue alien ignored Mister Fantastic's question and walked towards the throne at the edge of the coliseum. He banged the butt of his hammer onto the floor in front of the throne causing the ground to rise, lifting him onto his throne. Ronnan sat down on his throne before he spoke again.

"Your heroism has earned you amnesty for your crimes. But if you continue your acts of aggression against the Kree Empire then we will finish what we started." Before any of the assembled heroes could speak up, a flash of white light envelope the group. When the light faded the assembled heroes had vanished, leaving the coliseum empty of humans.

…**..**

**Central Park**

A white flash enveloped the grounds of Central Park bathing the area in a white glow. The glow soon dissipated to reveal seven figures standing in the middle of a slightly burned area. The FF looked around the area to see no sign of the Kree ship. Spiderman looked around and saw where they were. "What the hell!?" MJ exclaimed. Reed attempted to calm the redhead by explaining the situation. "Miss! Please calm down! You were simply teleported inside an alien vessel that was attempting to j-" "It was attempting to kill my friend!" MJ exclaimed, not liking the explanation that was given.

Peter decided to intervene as he pulled MJ to the side to calm her down. "C'mon MJ please just chill out!" MJ shook her head furiously as she broke free from Peter's grip. "Peter they could have killed you! How am I suppose to calm down from that!?" The remaining heroes looked at Spiderman questioningly. "Peter due you know her?" Sue asked. MJ immediately realized that she had called Peter by his name and quickly shut her mouth. Peter looked at her sympathetically before removing his mask. "MJ it's cool! They know!" Upon hearing that she hadn't botched her friend's true identity, Mary Jane let out a huge sigh of relief. Seeing her calm down Peter turned to look at his heroic allies before speaking.

"Don't worry, I got this. You guys just head on home, I'll call later." Peter then turned his attention to Matt before speaking again. "Sorry about dragging you all the way out here DD." The red vigilante just shook his head in exasperation. "Next time a little prior warning would be nice…but glad I could help. I don't suppose I could get a ride back to Hell's Kitchen, could I?" Reed smiled at this before nodding his head. "I believe we owe you that much. Let's go get the Fantastic Car."

After saying their goodbyes, the FF and Daredevil left the area to recover their ride. Spiderman turned his attention back to his beautiful friend and noticed that she looked kind of embarrassed. "Hey don't sweat it…they already knew my identity so it's no big deal." MJ looked down at her feet, still mortified at her blunder. Peter sighed before putting on his mask. He walked forward before wrapping his arm around MJ's waist, surprising the young teen. "Peter what are you doing!?" The masked vigilante didn't respond as he leapt into the air taking the startled redhead with him.

He fired off a web-line and started to swing through the air of New York City. "Peter let me go!" MJ screamed as they continued to zip through the air. "Y'know that's a pretty poor choice of words, right!?" Spiderman said as he continued to his destination. Upon realizing what she had said MJ looked down to see cars and people zip by. She finally took the time to see what the city was like from Peter's perspective. How tiny everything looked yet how beautiful it was as well. "Amazing…" MJ said as they rounded the corner of a building. Peter smirked under his mask after hearing the comment.

"Yeah. Its pretty cool right?" MJ wordlessly nodded her head as her mouth hung open in awe. ''This is how you see things…this is incredible!" "I know right!?" Peter swung through the city until he entered the suburban area of Queens, conveniently where his neighborhood was located. "Peter where are we headed!?'' "Home of course!" The web-slinger landed on the roof of Mary Jane's house before setting her down. The young woman took a few minutes to recover her breath as she calmed down from the adrenaline rush the web swinging had given her.

"That…was…" "Amazing?" Peter said in a matter-of-fact tone. "Hell Yeah! Can we do that again!? That was so awesome! We have to do it again! Please!?" Peter had to take a few steps back to avoid how close MJ was getting to him. He finally grasped her shoulders to stop her progress so he wouldn't walk off the roof. "MJ! Chill! I can take you web swinging anytime! Just tone down the excitement will you?" The redhead nodded her head vigorously in response. ''That was pretty awesome though, wasn't it?" MJ had to hold her hand over her mouth to prevent herself from screaming in excitement, but the joy in her eyes said it all.

After about five minutes of pacing on the roof, the redhead finally fell on the roofs edge, feet dangling off, to enjoy the night. "I wish I could do that!" She said as Peter removed his mask and sat down next to her. "Yeah…but then it wouldn't be so special then…huh?" MJ nodded her head, a light smile dotting her face. "So…tonight was exciting…" Peter smiled as he looked at her. "That is the understatement of the year." MJ giggled at this making Peter smile. "That laugh is pretty cute, y'know?" MJ blushed at this as she looked down at the ground. "Thanks…" Peter smile at this as he stared at the redhead.

"Thanks." MJ looked surprise at Peter's sudden gratitude. "For what?" Peter looked out over the city from the low perch on the house. He could see so much more than anyone else, and that wasn't because of his enhanced sight. He had seen plenty of bad from his city, but he saw plenty of good in it too. "Well…for everything that you've helped me with. For keeping my secret…for helping me with my vigilante life…for helping me through Gwen's death…just everything you helped me through." MJ smiled at Peter as she leaned her head against his shoulder. "Well…you can pay me back with another web-swing some time." A small smile graced the young-man's face. "I'll do you one better…" MJ looked at the teen surprised by his words. "Knowing you…are you asking me out?" MJ asked, a sly smile spreading across her lips. Peter blushed a little bit before nodding. ''I guess I am.'' MJ smiled at this before speaking again. ''Sure! Next time we get a day off…let's get dinner.'' ''My treat.'' Peter responded. The redhead's smile only widened. Peter looked at her before slowly closing the distance between the two. MJ responded in kind as both teen's lips touched. The kiss lasted about ten seconds before they broke it.

Peter smiled at the redhead as he helped her into her room. "Sure you don't want to stay the night?" MJ asked with a sly smile. Peter returned the gesture with his own smile. "Kinda aggressive don't you think?" "I thought you were all about that…" Peter smiled one last time before he pulled on his mask. "Yeah…but I like to take the good things in life slow." MJ smiled at this before waving goodbye as Spiderman leapt from the window and swung towards his own house.

…

**Four Days Later, Warehouse**

Peter lounged on his back while sitting on the sofa, flipping through the Newspaper that had been published by the Daily Bugle. MJ sat at the computer monitor looking over the security cameras that dotted the city. "Still nothing Tiger." "Slow day huh?" MJ nodded her head as she read the Daily Bugle online. "Still nothing on Hammer or the Beetle…? Man Peter! Your bad guys have a pretty solid way of keeping themselves scarce." "Speaking of scarce… still no word from Liz or Harry?" MJ looked sympathetically at her boyfriend as she got up from the terminal and sat down next to Peter on the armrest of the couch. "Liz has shown up at school…but she's been completely anti-social! Even Harry hasn't shown up yet!" Peter grimaced at this news.

"Shit!" Peter got up from the couch to stretch his legs. "Maybe I should call Jess to get some intel on some of them." MJ nodded her head in agreement. "Yeah…she's got the whole SHEILD clearance thing." Peter walked towards the terminal before he sat down in its chair. "So lets see what the news has got." Peter pulled up NYC's new channels to see any good leads to follow. So far nothing had come up about Hammer or any big corporation. Peter sighed, as he now had no vigilante business to attend to. "Well this is going to be one boring day." He declared. MJ laughed at this before she pulled out the newspaper and began to read it more thoroughly. "Hey Peter…" "Yeah?" "You said that Fury wanted to talk to you about a what again? Mini- Avengers?" "I think it was called something else but yeah." "Do ou know anyone else other than you and Jess?" Peter stopped his web browsing to look up at the ceiling in thought. "I think he said he had a couple of others in mind. I know there's me, Jess, one of her partners…and that's it." MJ nodded her head in understanding. "So you have no idea who you're future teammates will be? That seems unwise." Peter sighed as he leaned back in his chair. "Fury doesn't even know if he's making this junior league of heroes…so I don't even care at this point." MJ smiled before she got up from the couch and moved towards Peter. She wrapped her arms around his neck before kissing his cheek. "You need to work on your lying…at least to me." Peter smiled as hi girlfriend giggled. "Yeah…I might need to get some practice on that." Before either one of them could speak further a loud beeping noise was heard from Peter's workbench.

"What's that?" MJ asked as she approached Peter's phone. "Who's calling MJ?" MJ looked up at Peter with a surprised and somewhat relieved look. "MJ?" Peter asked, curious about her mood. "Its Harry!" Peter literally leapt from his seat and snatched the phone from MJ to make sure she was not kidding him. Sure enough Harry's caller ID was present on his smart phone's screen. He clicked the answer button and spoke into the device. "Harry!?" "Hey Pete…" Harry's voice sounded exhausted and forced, needless to say, this made Peter concerned. "Harry is everything okay?" "Yeah to be honest…I'm feeling a lot better than I have in days. Listen man…can we meet? I need to talk to you about something." "Yeah man sure! Where do you want to meet?" "Meet outside of our usual coffee spot. I'll see you there." Harry suddenly hung up the phone before Peter could respond.

"Is everything okay?" MJ asked. "Yeah…I think…Harry wants me and him to meet for coffee at Julian's. Something feels off, but I gotta help him out." MJ nodded her head in understanding.

…**.**

**Julian's Coffee, 2 Hours Later**

Peter approached the coffee shop from the street but saw no sign of Harry. 'Where are you man!?' Peter thought to himself. Peter walked into the café and requested an outside table as well as reserving a seat for Harry. Peter sat at his spot and ordered something to drink before he viewed his surroundings. Ever since the cross-breed invasion, Peter took every chance to view his surroundings for any signs of danger or abnormalities. He saw cars passing by in the streets, constantly stopping and starting due to the annoying traffic. People walked on the sidewalks mingling or just minding their own business. Peter's phone rang again and this time there was no caller ID.

Peter answered the phone cautious of whoever was on the other line. "Hello?" peter asked hesitantly. "Hello Mr. Parker." "Who is this?" "An aquaintance of Sergei Kravenoff. My name is Ezekiel Sims." Peter's ears perked at the mention of Kraven, but kept his voice leveled. "And what do you want with me?" There was a brief moment of silence that followed after the question. "Nothing yet. But I believe a warning is in order." Peter narrowed his eyes s he spoke into the phone. "If your trying to threaten me that's n-" "Threaten you!? My boy I'm trying to save you! There are forces that you don't understand…and they are coming. I wish to give you aid. See a woman named Cassandra Webb. Until then be careful…the creatures you will face with be far more deadly than anything before." The phone cut off before Peter had a chance to speak, effectively ending the conversation.

'What the Hell was that!?" Peter muttered as he closed his phone. He looked over the café but still saw no sign of Harry. 'Damn it Harry!' Peter was just about to ask for a check when his spider-sense went off. He immediately went on alert as he scanned over the café and its customers. A screeching of a chair in front of him drew his attention. "Harry!?" Peter exclaimed as his friend plopped down on the metal chair. "Hey Pete, you look like you've seen a ghost." Harry smirked at his comment as Peter gazed at his friend. Harry sounded way better than he did on the phone. He looked healthier too. He seemed to have grown an extra two inches and his muscle mass seemed to have increased slightly. "Harry…you hit a growth spurt or something?" Harry looked at himself and smiled. "What? How is this different when it happened to you a few months back? I guess were both just b

late bloomers." Harry ordered some coffee from the waitress and watched as she walked away. "She was kinda cute right?" "I guess…" Harry was definitely acting strange.

"Is everything okay man?" Harry looked up at Peter and simply smiled. "Pete I have never felt better in my life!" Peter smiled at his friend's sudden enthusiasm, but inside Peter knew something was wrong. "Hey Harry…have you heard anything from Liz? We haven't talked to her in days and I was wondering…" "Liz and I broke up." It was such a deadpanned statement that Peter stood still in shock. A minute passed before Peter could come up with a response. "Oh…" "Yeah. Its complicated…so what's new with you?" "Not much…" They began to idly chit-chat through out the rest of their meeting. Every question Peter asked harry would give a half response. Peter also noticed through out the conversation Harry's eyes were constantly darting to the street as if in search for something. Peter followed his gaze and glanced into the street. He saw nothing out of the usual but decided to ask his friend anyway. "Harry are you in trouble?" Harry turned back to Peter before shrugging his shoulders. "Maybe…" Peter looked back into the street and saw a black van pull up to the curb. Harry tensed as the van opened to reveal several men dressed in black business suits. "Harry…what aren't you telling me?" Peter glanced at his friend who buy now was standing up.

The men in suits saw the young Osborn and moved to confront him. Harry walked towards the edge of the café where one of the waitresses was trying to tell the men that they could not enter. On of the suits roughly shoved the girl out of his way, causing a small commotion. The other men walked in after him as Harry stood near the table. "Mr. Osborn we need you to come with us." Harry didn't waver and instead stood firm in front of the intimidating men. "I'm sorry but I can't. I'm spending time with my friend so you…and your pals…can fuck off!" The suits didn't take kindly to the young man's words. Peter's spider-sense flared to life as one of the men drew a metal baton from his jacket pocket. Before Peter could retaliate Harry blocked the attack and slammed the man with a palm strike to the chest.

The suit flew back about ten feet before slamming into the black van, denting the metal and smashing the windows. Peter gawked in surprise at the damage harry had caused. The other men rushed into action, several drew more batons while others drew stun-guns. Harry blocked another baton strike before stomp kicking him into the path of another suit sending them sprawling on the ground. A man with the stun-gun fired the Taser at Harry's back. The teen grunted as electricity coursed through his body. Harry grabbed the cords that protruded from his back before he pulled on the cords, dragging the unfortunate suit with him. A fist collided with the man's face sending him careening through the shops glass. "Harry what the Hell is happening!?" The enraged teenager glared at Peter who's spider-sense began to blare inside his skull.

Harry rushed forward before striking Peter in the chest. The force of the blow sent him smashing through several of tables, scattering the customers in the process. Peter slowly picked him self up from the ground, his spider-sense continued to pound inside his head like a drum. The young teen looked ups to see harry slowly approaching him. "All those times I defended you in middle school and now I'm gonna kick your ass!" Harry shot his hand forward wrapping it round Peter's throat. He hoisted the brown haired teen off the ground before slamming him down on it. Peter coughed from the force of the impact as he struggled to break free. "H-harry…Why!?' he chocked out as hi former friend simply grinned. "Because I can Pete…nothing more nothing less. Once I'm done with you and Liz, I'll pay my dad a visit…who knows maybe Ill put Flash out of his misery." Peter's grip tightened as he struggled to escape his friend's grasp. "After him…don't know…Gwen's in the ground…but MJ…maybe I'll pay her a visit!" That last comment struck the nerve that Peter needed.

Channeling every ounce of aggression he could muster Peter intensified the grip on Harry's arm until the boy's face turned from cocky to confused. Peter's grip had become stronger than Harry had anticipated. He knew his childhood friend had gotten tougher over the past few months but now hew was almost as strong as Harry. "Wha-!?" Before Harry could finish his sentence a fist struck him head on, flooring the teen. Peter fell to the ground gasping for air as he grabbed a nearby table by it leg. He whirled around and brought the make-shift club down on his friend smashing it to pieces. Harry let out a surprised grunt of pain, but shrugged off the attack. He tried to punch Peter, but the more experienced super-human easily avoided the attack. "Harry you've gone crazy!" "No!" Harry grabbed another table and chucked it at his friend only to see it smash against the wall Peter had previously clung to. "I've never been more clear!" By now Harry's skin had started to glow with a slight orange hue. His skin began to flake like pieces of burning wood as his hands lit on fire. "I'm not weak and pathetic anymore! I'm strong!" Harry chucked a ball of fire at peter who nimbly dodged the incendiary attack. The flame bomb detonated against the building causing bits of burning debris to litter the area. Peter leapt away from the incoming projectiles, but Harry wasn't as lucky. The remains of the building slammed down on the teen much to Peter's horror. "Haaaarrrry!" the building collapsed as brick upon brick piled down on what used to be a café's padio.

Peter had to leap onto the adjacent building to avoid the collapsing structure. By now the police and fire truck had arrived on the scene to investigate and help anyone at the scene of the fight. Peter quickly scurried up the building before he leapt into the air and made his way to his warehouse. He didn't care that he wasn't in costume or that someone else could see him, his mind was currently on what had happened to his best friend. He finally arrived at the warehouse before entering through the skylight. Mary Jane was currently using the terminal, which was set to the security cameras in the traffic light to look at what had been Julian's Café. "MJ!" The redhead jumped in her seat at the sudden voice, but quickly recovered when sjhe realized it was his boyfriend.

"Peter what happened? Is Harry okay!?" Peter stormed past his girlfriend to view the monitor, looking for any sign of his murderous friend. "Harry did this! Something happened to him and I need to find out what!" MJ looked stunned by the sudden news before she grimly walked next to Peter. "Peter Liz called and she wants to talk to us. Both of us." "It's going to have to wait. Harry has powers now and he's on the warpath! He said he was going to kill me and you and L-! Oh god Liz! She's in danger!" MJ sat down in the terminal as she pulled up the cameras in the city. "GO. Ill monitor you from here. Stop Harry…but please don't kill him." Peter looked down sympathetically before he responded with clear resolve. "I won't."

…**..**

**New York City**

Liz Allen walked down the street, trying to get home as fast as possible without drawing attention to herself. She had to leave her house to get some personal items but she nearly lost control while she was away. Her mother couldn't get her supplies because of work and now she was running the risk of burning down an entire city block. 'Just my luck! I have to get home before I start burning anything!' Liz had been so lost in thought that she failed to notice that she was walking straight towards an unruly looking man. The man didn't seem to notice what was happening as his attention was held on the bottle of alcohol She collided with the man, causing him to drop the bottle on the side walk were it shattered, spilling its contents on the street.

"Heeeey…! Wah was that fuuur…" The man slurred out as he grabbed Liz's hand. The blonde haired girl struggled to remove herself from the man's admittedly strong grip. "Yuuuur gonna buy me anuthur bottle lady…" he slurred out. Liz cringed as the stench of alcohol emanated from the man. Liz tried to remove the man from her wrist but to no avail. "Please let go for your own good! Please!" By now Liz's cries of concern had attracted a small crowd of people. "Hey buddy why are harassing this chick?" A well meaning pedestrian asked as he gripped the man's shoulder to gain his attention. The man jerked his head towards the interloper before he started to speak. "Heeey mind yaaah own buisssneess….!" He slurred. By now the small crowd had drawn in a passing police cruiser who's residents exited their vehicle to assess the parted through until they reached the center. "What's going on here?" An older lady decided to answer. "This man here was harassing this young girl!" The police officer saw nodding from the crowd and approached the man. "Sir is this true?" "She spiiilt maaah buttle!" The second officer put his head in his hand as he sighed. "Just another public intoxication charge then…" "Don't sound so disappointed rookie." Liz was finally separated from the drunk with the help of police. "Ma'am were going to need your statement." "No! I need to get home!" "Ma'am if you would please come with us n-" "No! Just stay back!" Liz could feel it approaching. Her hand began to glow with a faint light as the air around her began to heat up.

"Please just get away!" By now the police and the crowd had noticed the girl's glowing hands. "Hey what is she do-" Before Liz could stop a blast of raw heat and energy erupted from her hands smashing into the crowd and scattering them to the ground. "She's a mutant!" The crowd of once concerned citizens was now quickly turning into a small mob. "Alright lady! You're coming with us!" One of the police officers drew his gun and his handcuffs. "NO! I haven't done anything wrong!" "She tried to kill us!" "Get her!" the crowd was now getting bigger and louder. The combined stress of the previous moment and the current situation was currently becoming too much. "Please! Leave me alone!" A blast of orange energy burst forth from Liz's body slamming into the crowd.

Jackets were set ablaze as people scrambled to remove some of their burning clothing. Liz took the opportunity to dart away from the scene and dash towards a nearby alley. At this point even the scary and mugger filled alleys seemed safer to Liz then the crowded new York streets. She ran until she was out of breath and collapsed on her knees. 'This is a nightmare!' she screamed inside her head as tears ran down her eyes. "You know I really hate to see girls cry…and seeing you cry is even worse." Liz whirled around in startled surprise as she unleashed a blast of heat that slammed into a wall. A shadowy figure leapt to the ground after avoiding the attack. "Hey! I'm not going to hurt you!" "Please just keep away! I didn't mean to hurt them! I can't control it!" The figure stepped closer as Liz backed into a wall. "You don't need to be afraid. I'm not going to hurt you, I want to help you." Spiderman stepped into the dimly lit alley revealing himself to Liz. The blonde haired girl seemed even more scared now. Spiderman had to admit he had forgotten that he was still seen as a violent vigilante that beat the tar out of criminals. Super powered or normal. "Don't hurt me! I didn't mean to hurt those people! They scared me and I lashed out!" "I know what happened I saw from a distance! I'm not going to hurt you or turn you into the police!" Liz didn't believe him as she sprinted off down the alley-way. "Liz!" Peter leapt into the air before clinging to the alley wall. He sprint-crawled as he chased after his friend.

"Peter! You have to get her to stop running or she'll head into another crowd or worse Harry!" "I know!" "When this is over we need to work on your public image! Because so far you scare people shitless!" "I know!" Peter said, as he felt exasperated from the conversation of his public image. He jumped onto another wall as he continued to tail his frightened friend. 'This is getting old!' Peter thought as he aimed a web-shooter at Liz. He fired off a web-blast in the form of a net to catch Liz. The net landed on his target but immediately began to burn as Liz's body began to glow with a bright orange light. The net of webbing burst into flames as Liz scrambled to her feet. "That was unexpected…" Peter grumbled as his job wasn't finished.

Liz continued to run down the street until Spiderman landed in front of her causing her to stumble back in terror. "NO!" she screamed as she crawled back. Peter was seriously losing his patience. Try as he might to be sympathetic about ones powers, Liz's screaming and running wasn't helping his mood. 'I gotta calm her down somehow!' "Liz I'm not going to hurt you! I wouldn't hurt my friends!" By now Liz was up against the wall as tears fell from her eyes. "Please just leave me alone!'' Peter grimaced under his mask, he hated to see one of his friends in this type of situation. "Got no choice I guess…" Liz looked up at him in fear as he muttered those words. Peter grabbed the edge of his mask before pulling it up so it rested on his forehead.

"P-peter…!?" Liz asked in utter shock. Peter nodded his head before grabbing Liz by the shoulders. "I'll explain everything but for now I need to get you somewhere safe!" Liz dumbly nodded her head as she remained in shock. Peter picked up his friend and lifted her over his shoulder. "Just close your eyes and hold on tight!" Peter pulled on his mask and fired a web-line at the nearest building.

Spiderman leapt into thee air, taking Liz with him. He could feel the blonde's grip tighten as he increased his speed. He swung around a building's edge and saw a small crowd of people had approached the scene of Liz's accident. 'This is not gonna go well!' Peter thought as he continued to swing towards his warehouse. "Just a little longer!" "Please hurry! Its…I can feel it coming again!" Peter could feel the heat radiating off his friend's body burning through his suit. "Shit!" Peter exclaimed.

By now they were swinging close to the warehouse, on a direct course towards the front. 'I need to find away to counter the explosion!' Peter's eyes roamed over the water near the edge of the warehouse's dock. "Liz! I need you to hold your breath!" "What!?" "Do it!" Spiderman swung towards the edge of the dock before releasing the web-line. The two teens plummeted towards the cold water. They slammed into the icy waters of the New York bay as Liz's body continued to glow. Spiderman could see his friend boiling the water around her but no explosion occurred.

Peter swam towards her before grabbing onto her lifeguard style. He tucked an arm under her as he began to swim to the surface. Both took huge gasps of air as they broke the water's surface. "What the hell Peter!?" Spiderman could see the steam rolling off the surface of the water surrounding Liz. "Well at least you didn't hurt anyone…" Peter said as he swam towards his distressed friend. He grabbed her by the waist as he began to back paddle towards the dock.

Mary Jane had seen the bright light that Liz had been emitting and rushed outside in time to see them swim back towards the dock. She picked up a thick tarp from off the remains of an old boat and rushed to the dock's edge to aid her friends. "Liz!" Mary Jane quickly helped peter lift her onto the docks before she wrapped the frightened girl in the boat tarp. Liz's body seemed to have lost it's abnormal glow and thus her appreciation for the warm tarp was much greater than she had expected. "Thanks MJ…." She said hesitantly. "Anything for a friend." MJ simply replied.

Peter stood over the two girls and coughed to gain their attention. The two girls looked at their vigilante friend as he motioned towards the warehouse. "Let's move this inside the warehouse for now. MJ I need you to check out any news on the airwaves right now." MJ nodded her head as she helped Liz towards their hideout.

MJ sat Liz down on the sofa as she moved to the terminal. Peter removed his soaked mask and placed it near a makeshift stove he had set up as an attachment to the warehouse's boiler room. He promptly sat down in front of the heater to dry off his soaked costume. Peter turned his attention away from his clothes to focus on Liz. "Liz… what happened back there?" The blonde girl remained silent for a moment before she outstretched her left hand. Her palm began to glow before a small flame began to burn in its center. "This happened…I'm a mutant…I'm a freak!" MJ turned around in her seat to glare at her friend.

"Liz! Mutants aren't freaks! You are not a freak nor a monster and don't you ever start to think that!" Peter only nodded his head agreement. "Listen Liz…when did this happen? I mean you've been gone for while… but I didn't think that this had happened!" Liz's tired look was replaced with a grim one before she spoke. "Yeah…mom was pretty shocked too…but she said it wasn't some accident…" "What do you mean Liz?" MJ asked as she walked towards the blonde.

The blonde teen closed her hand to diminish the flame in her palm. "My dad was a mutant…" "He was?" Peter asked, not very surprised. "Yeah… y'know my mom was pretty friendly with my Uncle Fred right?" "Yeah…you said he helped out after your sister's overdose right?" Liz reluctantly nodded her head in response to Peter's question. "He's not my uncle…he's my dad." MJ looked surprised while Peter tried to keep a neutral look. "Liz…who is your unc-father really?" Liz leaned forward while placing her elbows on her knees as she cupped her mouth with her hands. Peter and MJ could see tears flowing down her cheeks. My dad is Fred Dukes…the Blob."


	31. Chapter 31

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 31**

**Oscorp Labs**

Norman Osborn strode down the halls of his building, a sinister grin plastered across his face. The reason for his newfound joy was the devastation that his own son had caused mere hours ago. Harry had broken out of his so-called 'house arrest' to visit Peter with the intent on killing him. Norman's hired muscle was sent to recapture him, but in reality, Norman had sent them to trigger his son's rampage. The plan had worked gloriously from what Norman could see from the news.

The crazed businessman entered the lab of his esteemed scientist Dr. Morbius. The good doctor was out at the moment leaving Norman to his own devices, namely to dose himself with another sample of OZ. Norman proceeded to the nearest storage chamber that housed the glowing fluid. Norman removed a vile from the storage fridge before he loaded it into an ejection gun. He pressed the device against the flesh of his forearm before pressing the trigger. Norman grunted as he felt the serum course through his veins, burning his inside before reconstructing them again and again.

Norman's eyes briefly glowed orange before returning to their usual green. He removed the syringe gun from his arm before replacing the needle and arranging the tools as if they were never used. Norman left the lab room as he proceeded to his personal office. He needed to perfect several more plans if he wished for more success. He needed to ensure that the authorities did not catch Harry and that any witnesses to his son's rampage would be dealt with. Thankfully he had a very reliable assassin for that. He new for a fact that Parker probably survived the attack but he needed to make sure the boy was dealt with. ''Sorry Peter…it's just good business." Norman then began to chuckle manically as he walked down the hall.

…**..**

**Daily Bugle, The Next Day**

Peter Parker rode the elevator alongside several others as they rose to the top floor of the Daily Bugle. Peter's mind was currently focused on what his friend, Liz, had told him about her father. The Blob. One of the fiercest enforcers on the island nation of Genosha, home to over a hundred thousand mutants. Liz was currently staying at his warehouse with MJ. Her mother had called Liz in an attempt to find her daughter but Liz had ignored the call out of the fact that her mother had lied to her for years. MJ said she would stay with Liz to keep her company while Peter delivered some photos to his news editor, J. Jonah Jameson.

The elevator finally arrived at the top of the building and opened to allow its occupants to leave. Peter stepped out onto the floor of the office as he took in the bustling surroundings of the dozens of reporters and news writers that helped to create the famous New York newspaper. Peter smiled as he saw many of his fellow coworkers busily typing or calling up leads. 'Things never change.' He thought to himself.

"I don't care what the news says about a gas main leak I know there was something more that happened so get me a story or get out!" Peter looked towards the source of the shouting as many of the other reporters and journalists just rolled their eyes at the common occurrence. Peter walked towards the receptionist seated at a desk right outside the chief editor's room. "He's had his stress medication right Betty?" The brunette woman sitting at the desk nodded her head as she finished typing up a report. "He's ripping Phil a new one because he thinks a bigger story is at work here. Y'know that café explosion yesterday." "Right…" Peter said hesitantly. "Anyway…when is he going to be done with his rant? Some time in the next decade?" "I f were lucky kid. How's it going by the way? You seem to be spending more time here than at your other job. Did you get fired?" "Nope. But it never hurts to get paid for a good photo. Anyway where's Norah or Ned? They around?" Betty pointed towards the office behind her, indicting they were present in the room.

"Great." Peter grumbled. "It could be worse he could be yelling at you." A loud thumping noise was heard from the room next door before more shouting occurred. "And where the Hell is Parker with those photos!?" Peter sent a small glare towards Betty looked up at him apologetically. "Sorry kid." "Mrs. Brant next time you say something like that…please knock on wood three times so you don't jinx someone." Peter turned away from the older woman so he could face his second boss in his office.

"Hey JJ! How is my favorite angry reporter doing?" The man J. Jonah Jameson was an older man with black, graying hair that traveled into his small mustache. The man had a fire in his eyes that only seemed to make him older, yet stronger s well. "Cut the crap Parker! Photos! Now!" Peter sighed as he handed him the photos from his pocket. "Hey boss…" "What!?" The shouting of his boss did not deter Peter as he had faced it many times. "About the photos from the Roxxon c-" "I already submitted them to the police but I kept the copies! We need more evidence for later." "Later!?" Peter couldn't believe what he was hearing. Some insane businessman was violating people's rights and his boss was going to wait. "Jameson this cant' wait! We have proof that H-" Jonah cut him off before Peter could get to deep into a rant.

"Hammer is what? We have some photos and an illegal acclimation of proof. I know how these guys work kid! I protested against them! We need more! Something Hammer can't bury! Can't cover up! Can't bribe his way into a Jury's good side! That's what we need and we are going to get it! So don't tell me how to do my job when I have about thirty years more experience then you boy!" Peter stood still in shock from the pure force and determination that is employer held. "We'll find the proof but jumping the gun will only put us in hot water.'' Peter had to admit that he could see the logic in his statement. "For now keep looking for leads. Ned!" Peter turned his attention to see an older man with brown hair and a friendly smile. Alongside the man sat Norah Winters in her standard dress of jeans and a blouse covered by a brown jacket. Norah casually waved to Peter who returned the gesture half-heartedly. The other man decided to speak. "Nice speech boss but do you really want me on this gas leak story or the Hammer story?" "You find out what happened to that café! Norah you and Parker take the Hammer case!" Norah decide to speak up with a question of her own.

"What about the mutant attack that happened at Fifth?" "Mutant attack?" Peter questioned with fake curiosity. "Yeah some mutant chick attacked a crowd of people and fled." Peter inwardly growled as he heard the new piece of information. 'It wasn't her fault! She couldn't control her powers!' Peter thought as his fists clenched together. "I'll get someone else on it. I'll have Robbie select the reporter. I don't buy the mutant blatantly attacking people. We still have a lot of anti-mutant crimes going on. For all I know the crowd could have attacked the mutant and they fought back in self-defense! But we need more info! But Hammer and that explosion take precedence! I have half a mine to blame that menace Spiderman for that café!"

Peter inwardly sighed as his boss ripped his alter ego a new one. As much as he disliked Jameson's irrational hatred of vigilantes, he was glad the man had a distinct hatred for prejudice. He had been surprised when Robbie had told him that Jameson had been an avid supporter of the Civil Rights movement. He had even received a thank you letter from Martin Luther King Jr. 'At least Liz's case will get a fair report.' He thought to himself before he headed towards the door with his fellow partners in journalism. They opened the door when a large explosion rocked the building from the far side. Of the office, demolishing the wall that separated the outside from the office.

Peter rushed the office door opened to see what had caused the explosion while his spider-sense blared inside his mind. "The fuck was th-!?" Another explosion rocked the room as a human sixed figure flew in through the smoke that billowed from the wall. The armored mercenary was none other than the Beetle. The red and silver assassin landed on the ground as he aimed his right arm at a small group of pedestrians who cowered in fear.

"**Where is the photographer known as Peter Parker?" ** Peter's eyes widened in surprise as he slowly moved behind a desk to avoid being seen by the hired mercenary. Peter dialed a number on his cell one that he knew would pick up or at least would hear the situation and send backup. The phone rang for a moment before a voice was heard from the other line. "Peter? I'm about to be a little busy here." "Beetle. Here Daily Bugle. Backup now!" "Last ten minutes!" "If I can…" peter closed the cell before he slowly rose to his feet.

Before Peter could announce his presence, Jameson stormed past him while pushing him down behind the desk. "Who the Hell do you think you are barging into my paper and demanding someone's life!? Do you really think this will go down without a problem!?" The Beetle turned to face Jameson who didn't look deterred in the least. **"Where is Peter Parker?" **The robotic voice of the mercenary unnerved Peter to a good deal. 'I hate robots!' Peter thought as he glared at the silver and red mercenary. "I don't have to tell you shit!" Jameson was standing about four feet away from the criminal, pointing his finger at him accusingly. "You barged into my office and threatened my workers!"

The Beetle had apparently become impatient as he shot his hand forward and grabbed the ranting editor by the throat. He hoisted the now chocking Jameson into the air. **"I will not ask you again. Where is Parker?" **"Do you know h-gurk! How many photographers I employ!? How am I…supposed to know all of them!?" Peter could see Jameson's left hand motioning him to leave. Peter saw Norah and Ned darting their eyes towards him and the door by the fire escape. Seeing little choice peter moved towards the back of the room while the Beetle's attention remained on the news editor. Jameson stared defiantly at the armored killer as he used his sensors to scan Jameson's heart rate. The sensor detected that his heart rate had increased at the mention of Parker's name. "I don't like being lied to." A blade of energy dispersed from the underside of the Beetle's arm. He raised the weapon and moved it forward towards Jameson's face.

"STOP!" All eyes in the room turned to see Peter Parker standing in front of the fire escape. Jameson and the others looked at the young-man in shock and horror at what the kid was about to do. "You wanted me right? Well here I am! Please… just leave everyone else alone!" The Beetle tilted his head for a moment before dropping Jameson to the floor. **"It has always been my profession to keep collateral low unless I'm forced to. I'm pleased to see you have shown yourself Mr. Parker." **Peter slowly approached the hired gun as he raised his hands in surrender. "What do you want with me?" The Beetle stepped closer as he aimed his right arm at Peter.

"**My client wants you dead Mr. Parker. And he has paid me a hefty sum to do so." **Peter took a step back at this declaration. **"You should in no way take this personally. Its just business." **Peter was wracking his brains to figure out a way out of this situation. Try as he might he could figure no way out unless it meant revealing his powers to the entire office. 'This is so going to suck!' he screamed inside his head. The Beetles left arm opened up to reveal several rockets nestled into the opening of the arm. Peter flinched as the Beetle launched a missile directed at him.

Thinking fast Peter ducked to the side, allowing the projectile to sail past him and slam into the wall of the building. The explosion that followed collapsed on Peter hiding him from the eyes of every member of the bugle. The workers and reporters looked in horror as they saw their colleague buried under the rubble. The Beetle's armor detected life signs underneath the rubble. He walked towards the rubble while deploying an energy blade from his left wrist. He stomped towards the rubble with the full intent on stabbing him through the heart. The Beetle paused when his sensors detected a strange anomaly on his radar. A fast incoming object was inbound inclosing. A booming noise was heard before a blast of blue energy slammed through the wall and into the Beetle.

The mercenary's force field activated in time to block the worst of the attack but the force of the attack still sent the villain through another portion of the Bugle. The building's staff looked on in shock as they saw a red and gray machine fly in through the hole in the Bugle. Ironman Landed on the floor and raised his right hand, already glowing with blue repulsor energy. "Back away from the kid!" He bellowed as he saw the Beetle climb out of the wrecked desks. **''Ironman…" **the Beetle growled through his robotic voice. "Yeah and I'm going to put you in the ground for what you've done!" "**From my understanding people like your boss used to like people in my business." **"Things change!" "**Sure they do…Kid." **The blue lights that represented ironman's eyes narrowed in anger at this response.

The armored Avenger let loose a blast of repulsor fire which was evaded by the bug-themed villain. The beam tore through the walls of the building as the Beetle flew towards his armored counterpart. The two super-humans unleashed their respective energy blades as they began to clash inside the building. Beetle stabbed at Ironman only for the hero to roll to the side before charging him with a sword swipe. The mercenary blocked the attack before firing off a set of small green energy beams that were blocked by Ironman's own energy shields.

Jameson and the other members of the Bugle could only watch and hide as the two robotic heroes clashed. Unknown to the scared and awestruck members of the Bugle, a certain brown haired teen had escaped the prison of stone that had buried him.

Ironman dodged another barrage of lasers before he fired off a similar volley of repulsor fire. The Beetle's force field blocked the attacks before he returned fire with a rocket. Ironman was forced to take the blow with a force field to defend several Bugle members who were trying to escape down the fire escape stairwell. "Gruh!' Ironman grunted as he fell to a knee. The Beetle pushed his advantage by revealing several missiles housed in his armor's shoulders.

Before the villain could fire, a thick ball of webbing slammed into the launchers, coating them in a thick layer of impact webbing. Ironman and the Beetle turned to see Spiderman perched on the building's broken wall. "Spiderman! I knew you were responsible for this!" Jameson ranted. Before he could continue, a blast of webbing attached itself to the mouth of the enraged editor. "Sorry JJ, my beefs not with you!" The Beetle looked at the two heroes before he decided on one option.

The mercenary fired a shot of energy that blew open another hole in the building. He then unleashed a volley of lasers at the two heroes who attempted to avoid or block the attacks. Using the distraction as to his advantage, the Beetle flew out of the Bugle. Seeing that the villain was escaping, Spiderman and Ironman leapt out of the building in hot pursuit.

Ironman continued to fire off blasts of repulsor fire as the Beetle soared through the city. Spiderman attempted to ensnare the mercenary with webbing, but the Beetle's energy blades sliced through it like paper. Ironman flew in closer but was forced back when the Beetle unleashed a payload of missiles onto the streets of queens. The two heroes had to divert their attention to saving the people on the streets. Both heroes used their respective weapons to divert or destroy the incoming missiles that flew through the air. Ironman destroyed two missiles with repulsors before releasing several micro rockets to counter the remaining projectiles. Spiderman dived towards the street grabbing and saving any civilians in the path of the wayward missiles.

By the time the last missile was destroyed, all the civilians had been cleared off the street. Unfortunately the payload of rockets had succeeded in distracting the heroes from chasing the Beetle. "Damn it!" Spiderman exclaimed as he perched atop a gargoyle. Ironman hovered next to him in the air as he looked over the cityscape. "Scanners aren't picking up any of his energy signatures. He's gone." "Fuck!" Peter slammed his hand into the statues head, creating a deep break in its structure. "Chill kid. We'll catch him." Spiderman slumped down o the statue's head as he looked over the burning street. "So what now?" "SHIELD will keep an eye out for this guy. This is twice you've messed up his hit…he may start holding a grudge." "Tell me something I don't know." Ironman remained silent for a moment before he spoke. "We found a longer list of candidates for the new SHIELD program." Spiderman turned to face the armored Ultimate. "What?" "That's something you don't know." Ironman turned around to leave as SHIELD started to call him on their coms.

"Why'd you show up? I thought you were just suppose to be a company body guard…why the whole Ultimates thing?" Ironman remained silent before rocketing off into the sky. "Well that was pointless." Peter jumped down from the statue before he fired off a web-line that propelled him into the air. He began to swing towards the Daily Bugle all the while devising a carefully conceived way of explaining how he survived the attack.

…

**Triskelion, Main Hub**

The entire room was abuzz as many SHIELD analysts scrambled to analyze new info and strategic data. At the head of the room stood Nick Fury in his signature trench coat and eye-patch. The man looked over the information he had received from Ironman regarding the Beetle. The doors to the main room opened to reveal Jessica Drew entering the room in full costume. "Why were the deployment orders cancelled!?" The angry teen stormed towards Fury who's expression remained neutral. "The Beetle escaped and we have few ways to track him. I'm not sending a team on a suicide run." Jessica's face still held a good deal of frustration on it as she reluctantly let the conversation drop. "Is my brother okay?" "He is. Ironman arrived in time to save him. The Bugle will need to be repaired but there were no casualties." Jessica had to admit that was some good news. Before she could press the matter further Fury's personal com went off, diverting his attention away from the previous conversation.

"Report." Fury said as Jessica stood a few feet away. "Prep it, I'm coming down." Fury turned to leave the room only to be stopped by Jessica who stepped in front of him. "Can I help you soldier?" "Sir…I believe we need to concentrate efforts on catching the Beetle. He's been a nu-" Fury cut her off before she could finish her sentence. "You brother will be fine Jess. The Beetle doesn't go for needless conflicts, remember? And your brother was smart enough to call for back up when the fight happened. If the Beetle strikes again we'll catch him. But you gotta have faith in him. Understood?" Jessica weakly nodded her head before Fury walked past her and exited the room.

Jessica remained where she was until a voice called her attention. "You okay Jessica?" Jessica turned around to see her mentor Natasha Rominoff standing near the hub's main doors. "Yeah… just worried is all." "I see. You might want to work off that anxiety with some rest or a sparring session. It been a while since I kicked your but hasn't it?" Jessica frowned at this. "I don't think that will make me feel better." Natasha simply smiled before lightly pushing the girls shoulder to make her move. "Fine." Natasha smiled as she pushed her protégé towards an impending beat down.

…

**New York City, Night**

Peter swung through the city as Spiderman doing his best to look for signs of the Beetle. He had been at it for hours after he escaped the bugle with a fake cover story. Part of him wanted to keep looking, but the other part new he would find no trace of the professional. 'Just great.' Peter thought as he vaulted over a flagpole before launching another web-line at an adjacent building. He pulled himself onto the building's side to better overlook his surroundings.

The city was business as usual. Cars were honking, lights were flashing. People of all kinds walked about the street going about their everyday lives with little to no worries. 'Man…has it really been that long since I've felt that way?' Peter could barely remember the last time he didn't have to worry about another crime or super-villain destroying his city. Truth be told, if Peter were given the chance to return to a normal life, he would reject it in a heartbeat.

Peter tapped the earpiece inside of his costume's mask before speaking into his communicator. "MJ? You there?" There was a pause for a moment before she answered. "Peter? Is everything ok? We saw the news!" "I'm fine and there were no fatalities…How's are guest doing?" "She's asleep right now…Peter we need to find her help. She almost burned down the warehouse while you were gone!" Peter leapt off the building and began to web-swing towards his warehouse. "I know that MJ…I think there might be some people who could help. I'll see you at the warehouse in ten." Peter hung up and began to dial another number on his wrist device.

A few seconds past before he heard a tired voice answer the phone. "Hello…?" Uh… hey is this Xavier's school for gifted Youngsters?" "Yeah…can I help you?" Peter stopped swinging as he landed on a ledge that overlooked the docks. "I hope so! Listen my friend is a mutant…and she's having some…difficulty in controlling her powers. I was hoping professor Xavier could help." There was a brief pause as Peter could here several voices on the end of the phone before a gruff voice answered it. "Who is this?" "Wolverine?" "Who is this?" The last question was spoken with more force, probably to serve as a warning if Peter didn't answer the question.

"It's me, Spiderman." "Oh…hold on." Again a group of voices muttered something off on the other end but Peter couldn't make it out. "Hello? Peter?" "Professor Xavier…I need some help." "Yes Chamber said that you had a mutant friend who couldn't control her powers?" "Yeah…she's scared and confused and I was hoping that you could help me out as a favor." "I see…things are difficult here…but I can send the blackbird to pick her up. You might want to contact her family…do they know of her abilities?" "Yeah. I'll tell her the important stuff. Thanks for everything." "Anytime Peter."

The line was cut off allowing Peter to finish web swinging to his warehouse. He landed on the buildings roof as soon as it began to rain. Spiderman opened the roof's window before descending inside. He removed his mask as he saw his girlfriend throwing away a pile of burnt wood. "Liz did that?" MJ turned to see her boyfriend walking towards her, causing her to nod her head. "Yeah she got upset and accidentally lit a pile of scrap would on fire. Who did you call?" Peter sat down on one of the armchairs, as he looked at his blonde friend currently asleep on his couch.

" I called the X-Men." MJ's eyes widened slightly before she spoke. "That's…wow…you really have a lot of big shot buddies…huh?" Peter shrugged his shoulders before he leaned back in the chair. Things were really spiraling out of control. First the Beetle had shown up in New York, then Harry's sudden behavior and now Liz's mutation. It was crazy! Everything he knew was unraveling into one giant cluster fuck. "This is too much…" Peter mumbled as he placed his right hand over his eyes.

"Peter is everything okay?" MJ asked as she sat on the armrest of the chair. "I'm just tired MJ…a lot's happened and its only getting worse." MJ looked down sympathetically at her boyfriend before she wrapped her arms around his neck and gave him a hug from behind the couch. "But your not alone Peter…don't forget that." Peter smiled lightly at his girlfriend's support. "I won't."

…

**Oscorp Storage, Brooklyn**

Harry Osborn trudged through the warehouse owned by Oscorp. The building had been abandoned after a small time of recession. Apparently the senior Osborn saw little use in the old building, but to Harry, it was a new sanctuary. The young Osborn stomped through the area while grabbing hold of an old tarp. Harry pulled the tarp off a set of old crates and draped it over his shoulders. Most of his clothes had been destroyed during his scuffle at the café. His jeans were torn while his shirt had been burned off in the fire. Harry stopped when he neared what he was looking for. A large vehicle that looked like a cross between a surfboard and a large bat-like machine.

Harry turned to look for a command terminal to release his new weapon. He finally found the terminal a few feet away from the glider. After entering a set of command into the computer, the gliders began to hum to life as its engine burst to life. "Hey there beautiful!" Harry muttered as he stepped towards his new ride.

His body began to burn and glow as his muscles began to bulge and grow in size. Harry grunted in pain as two orange horns sprouted from his skull. The young Osborn fell to his knees as he felt the same transformation that gave him his powers. His skin became scaly while his ears grew sharper and more fin like. His nails grew longer as his eyes turned to a glowing orange. Small embers danced across his skin, floating off his scaly hide before burning out on the warehouse floor.

Harry lifted himself off of the ground as he made his way to his new weapon. He stopped onto the hovering device as it locked his feet in place. The machine rose off the ground as the thrusters force increased. "Get ready world…the Hobgoblin is ready to play!" Harry began to cackle maniacally until a second laugh was heard. The Hobgoblin whirled around to see a skinny hooded figure draped in a brown, burlap cloak.

"_Too true my dear boy! Hahahahahaha!" _The figures cackling didn't seem to bother the Hobgoblin. Instead it only made the beast smile. "I know! I'll show them all how powerful I have become!" The hooded figure raised his head to reveal a putrid face covered in warts, boils and scars. The being's features were very reminiscent of a goblin. The goblin like figure walked towards Harry as its cap billowed on the floor. "_Harry…you need to show them what you can do now…and how far your willing to go…there's only one way for that to happen….is to kill them all!" _The Hobgoblin grinned at this statement. "Yes!" The glider's engines burned as the machine lifted itself off the ground. The machine slowly rose into the air, taking Hobgoblin with it.

"Let's see how my friends see me now!" The Hobgoblins hands burned with a fierce glow as his hands burst into flames. "It's the night of my life! And I'm gonna light it up! Hahahaha!" The Hobgoblin chucked the spheres of fire at the warehouse doors.

The obstructions exploded in a blast of smoke and flame. The Hobgoblin flew from the warehouse doors and into the air as he decided to embark on his new rampage.

…

**Warehouse**

MJ slept soundly on the armchair while Peter pulled a small blanket over her to keep her warm. Several hours had passed since the Beetle incident but peter still felt uneasy about everything. The mysterious phone call at the café, the following battle with Harry, and now the situation resolving Liz. He needed some serious good news to help his day now. Peter moved from his position on the floor, in front of the chair MJ was sleeping in, and moved towards his terminal.

He stood over the computer as he typed in the names of the man who had called him, as well as the woman he told him to see. The two names appeared rather quickly on the computer screen. 'Ezekiel Sims and Cassandra Webb…' Peter thought as he looked over the new info. His eyes scanned the web page as he absorbed the info like a sponge.

'A rich billionaire and a psychic want to help me…yeah that doesn't feel right.' Peter stood up from the chair and pulled his mask back on. He decided to pay this Madam Webb, as she called herself, a visit. He took one last look at the sleeping blonde and redhead before he exited his hideout.

Peter web-swung for several blocks as he made his way towards a more crime-ridden part of Manhattan. 'Hard to believe this rich Madam Webb character lives in this place.' Despite Peter's lack of belief in Psychics he wasn't to surprised to find out that Madam Webb was rather wealthy. 'I swear if she is some fake and I wasted my time… ' Peter's thoughts were interrupted by his spider-sense blaring inside his head.

Spiderman quickly went on the defensive. Landing near a building and scanning his surroundings for anything, Spiderman readied his claw and mechanical arms, but nothing came. "What was that!?" Peter muttered allowed. His spider-sense had never triggered without a good reason. Spiderman observed his surroundings but saw only the standard fare of slum areas. Stray cats prowling the streets and alleyways, insects scurrying into and out of trashcans, and rats scurrying through leftover trash that littered the streets. 'This can't be good…my spider-sense has never been wrong before!'

Seeing little options, and with no way to verify if there was a threat, Spiderman decided to continue on his chosen path. He leapt from the building and continued towards Madam Webb's. As the red and black hero swung down the street, he remained oblivious to the cloaked figure standing behind an alley wall, smirking as he watched his new prey.

Peter landed outside the shop of one Cassandra Webb. The place looked like any old Psychic shop, complete with weird objects and spooky décor. Spiderman crawled alongside the shops edge looking for an entrance. Be fore he could settle on the idea of breaking in, the door to the shop opened.

Spiderman dropped to the ground only to see an empty corridor that lead into the shop. Spiderman stepped forward and entered the spooky den. He kept his senses trained on every sound and movement that was contained within the small shop. He spotted a set of bead curtains that were illuminated by a soft glow coming from the other room. Peter stepped forward, unsheathing his claws in preparation for a trap. He stepped past the beads ducking under them to avoid disturbing or alerting the room's occupant.

Inside the small room was a simple table used for divination via tarot cards. Strewn about the room were certain devices used for star gazing, although they looked archaic in design. At the edge of the table sat a woman of about forty with black, almost graying hair. She wore dark sunglasses, which immediately tipped Peter off to the fact that she was blind. She wore a red and black dress that extended well below her heels. Peter saw the chair she sat in also had wheels attached to the sides. 'Blind and crippled huh? Guess she could fool people with a look like that.' "It also helps to fool people into thinking I am but a helpless old woman." Spiderman took a step back in surprise at the woman's subtle statement. The elderly woman raised her head in Peter's direction before frowning.

"Youth…so disrespectful to your elders. At least have the courtesy of announcing yourself if you intend to enter my home. Now sit." Peter reluctantly stepped forward towards the table, but remained standing up. He stood across from the woman, staring at her trough the lenses of his mask. "Boy… you are proving yourself to be very disrespectful." "Better than being stupid. I don't know you or this shop so I think it's safest to assume that everything in this place is dangerous on some level." The stern woman actually allowed a smile to form on her face, small though it may have been. "I see you are not so trusting to allow your guard to drop at the sight of a new acquaintance." "It pays to be cautious." "But not to be overly so. If you wish to stand I wont force you otherwise. We have much to discuss Peter Parker." Peter's mechanical arms shot out of his back and straight towards the throat of the paralyzed woman, stopping just short of her throat. To her credit, the woman remained unafraid. "Talk! While you still have a jaw!" The woman smiled again, as she casually placed her fingers on the tip of an arm.

"So quick to anger as well…that might need to be weeded out… nut you are young after all." The woman seemed to make her fingers dance on the blades of Spiderman's weapons as if they were some sort of piano keys. "How do you know who I am!?" Peter nearly screamed as his patience began to reach its limit. "Hard to say…I received a phone call from one Ezekiel Sims…as well as the use of my Psychic powers." "You're a telepath? Cheap mind trick don't work on me! My mask is lined with ceramic plates. You're not getting in my head!" The woman continued to smile as if Peter had told her an amusing story.

"Yes they wont work now…but you don't wear it in public. That leaves your mind open for subtle prying. Full control would be difficult with your will power…but reading your mind even if just the surface can tell a woman much about a man." Spiderman's glare and hatred for this woman continued to rise. "No one else knows. But now you should be able to tell that I'm am who I say I am." Peter retracted his mechanical arms before placing his hands on the table. "I take it you're Madam Webb?" The woman gave a nod before speaking. "At your service Spiderman."

"What do you want?" "To help you." "With what?" "Exactly what Ezekiel told you." The woman withdrew a small box from under the table and placed it on the table's surface. She began to open the box as she continued to speak.

"Dark forces are on the move…hiding in plain sight! You are in danger…along with those you care about! I will help you. But only so long as you listen to my words and heed their warnings!" She had finally finished removing the boxes contents revealing a set of tarot cards and several other miscellaneous objects. Among these was an old ceremonial dagger, an old piece of what looked like a cocoon, a spider medallion and a dream catcher shaped like a web.

"Listen carefully as I tell you what has been foretold to me." Peter gave her an incredulous look before speaking. "Listen…I may have seen magic happen…but I still don't believe in predicting the future!" "This is not the future…it is merely a warning that is yet to serve it purpose. Will you listen? Or will you simply walk away and risk the lives of those closest to you?" Spiderman reluctantly nodded his head before speaking. "Fine. Lets hear it."

Madam Webb removed a small bowl and a match from underneath the table. After placing the items on the table she began to align the tarot cards in a pentagram like fashion. She the placed the cocoon and medallion into the bowl before lifting the dagger and placing it over her hand. With a slight grunt of pain she dragged the knife across her palm and allow the blood to pour into the bowl. Ignoring the pain, Madam Webb proceeded to strike a match and drop it into the bowl. Almost instantly a thick cloud of red, blue and green mist billowed from the circular dish. The smoke cascaded over the table and onto the floor leaving the room drenched in the thick clouds.

The mist began to swirl and twist, forming elaborate shapes before settling on the forms of two small ad vaguely human shaped figures. Madam Webb decided to speak as mist creature began to move across the table. "I see a hunter…a friend…and a mentor…" The mist creature soon formed a spear made from the same mist as it started to walk alongside the shorter figure. "A valuable ally he will be…but if you fall from the path of the righteous…a more terrible foe he will become." As she finished her sentence the spear-wielding figure twirled its spear before thrusting it through the body of its companion, dissipating the mist that formed it. The mist began to form more shapes, a large demonic figure, two people hugging and three beings with their back to each other.

"I see friends turning to the greatest of enemies…a family broken and hurt…a girl and her lover…torn between love and ideals…'' Peter saw the couple disappear as the mist began to change shape. Both the mist figures of the monster and the family disappeared as an enlarged being of mist pumped his fist into the air. "I see great triumph…and great defeat…." The mist being promptly fell to its knees in defeat as Madam Webb continued. "Enemies will continue to seek your destruction…" The mist's color turned to a darker red as menacing figures began to take shape in the mist. The blood red menaces surrounded Spiderman before the color turned to a cooler blue. "But for each enemy…an ally will be gained…'' Humanoid shapes formed from the blue mist. But instead of the menacing motions of the red creatures, these ones seemed content to just linger around Peter. Again the mist collapsed on the ground as the psychic continued her predictions.

"Your resolve will be tested…your ideals broken and reforged…enemies will become friends as darker powers seek to corrupt…'' the mist began to change once again, becoming dark green and rising into the air. A large spider-like shape emerged in front of Peter. "The 'Other' must be conquered…the bride must be found…the predator defeated…and the Weaver's destiny fulfilled…'' the spider-like creature slammed it legs down on the ground, dispersing the mist around the room as well as the smoke that made its body.

The room's lights flickered for a few minutes before stabilizing. Madam Webb was panting, sweat dripping from her forehead as she leaned on the table, exhausted. Peter only realized after he had unclenched his fist how tense he was. He could feel the cold sweat underneath his suit as well as the faint sounds of his own quickened breathing. "What…was that!?" He exclaimed after catching his second wind.

"The vision I saw was troublesome…full of uncertainties…joy, sadness, pain and victory…but the visions I can only fathom their meaning. The truth of what they mean is for you to decide." Peter remained silent before he walked away from the table and exited the building. He walked for about twenty feet before collapsing onto his knees. He stayed on the ground for a few moments to catch his breath and organize his jumbled thoughts. "They felt so real…were they telling the truth…?" peter's mumblings only served to confuse himself further.

Peter decided enough was enough as he headed back towards his warehouse attempting to leave the night far behind him.

…

**Streets of Manhattan**

A blonde haired girl wearing a trench coat walked down the street as she attempted to evaluate her situation. The girl didn't require an umbrella as any water that landed on her skin or jacket began to evaporate almost as soon as it touched her. Liz Allan continued to walk down the nearly empty streets of Manhattan in an attempt to clear her thoughts. Her best friends were involved in crime fighting, her first boyfriend was comatose, her second was going crazy, and now she had to find out that she was a mutant.

The young teen raised her hand as a small ball of fire formed in her hand. To Liz the flame was both repulsive and alluring at the same time. The flame meant she was a mutant, an outcast to society. But it also made her special. No normal person could do something like this. Her powers were destructive and uncontrollable, but at the moment, that was what Liz's life was.

The teen had been so distracted by her own powers and musings that she failed to notice the suspicious men in full padded suits and motor cycle helmets glaring t her. One held a baseball bat, the other a shotgun. "Is that her?" "Who cares!? You see what she's doing! Only a piece of mutant trash could do that!" The other biker nodded his head as they approached the oblivious teen.

Liz continued to tare at her hand-bound flame until she sighed and closed her palm, extinguishing the flame. "Why me?" She muttered before hearing the rapid splashing of water behind her. The girl turned around in time to see a man with a shotgun taking aim at her. "Wha-!?" The man pulled the trigger to his weapon releasing a spray of metal buckshot that raced towards Liz. Said girl quickly reacted, throwing up a wall of fire that metal the miniature shrapnel. Liz was so distracted by the initial attacker that she failed to see the second one swinging the baseball bat. The Louisville slugger slammed into the girl back making her scream in pain.

Liz collapsed to the ground face first. She coughed several times and tasted blood. She attempted to move but was met with a fierce kick to the side for her efforts. Liz again cried out in pain as she was rolled over on her back. The two men readied their weapons before kicking her in the face.

"You muties need to die! All of you!" The man with the shotgun yelled as he coked his weapon. The other assailant, holding the baseball bat, raised his weapon over Liz's head and prepared to deliver a solid blow before a voice stopped him.

"Please move away from the girl." The two men turned to see a man wearing a black business suit under an umbrella. The man had very short, close cut, brown hair. He was of average height and held a relaxed and calm composure despite his situation.

"Stay out of this! We're cleaning up the streets!" "Yeah this mutant bitch needs to die!"

The man simply frowned in response as he looked down at Liz sympathetically. "Are you alright ma'am?" He asked. Liz was in too much pain to even forma a sentence, but she had enough energy to shake her head. The man's composure grew tense as his frown turned to a scowl.

"I'm going to ask you again, Please step away from the girl." "Fuck you old man!" The mugger with the bat said as he pointed his weapon at the mystery man. "Ok…now I'm telling you. Step away from the girl and walk away." The man with the shotgun had had enough as he aimed his weapon at the unknown pedestrian. "You're a mutants sympathizer aren't you!? You should've walked away before we figured that out! Now you die too!"

"In normal circumstances I'd leave problems like this to the people involved. However, in this case both my job and personal beliefs won't allow me to turn the other cheek to this." "Die traitor!" The man with the shotgun attempted to fire but was met with a solid punch to the gut, knocking the wind out of him. The well-dressed savior delivered a powerful uppercut-palm strike to the man's jaw before grabbing his gun. As the assailant fell, the well-dressed man slammed the butt of the shotgun into the thug's helmet, cracking it.

The first thug dropped to the ground unconscious before the newcomer turned his attention to the awestruck man wielding the baseball bat. "You probably want to put that bat down." He said before the second thug charged at him. The man in the suit sighed before leveling the shotgun to aim at the second thug. He pulled the trigger, unleashing a swarm of buckshot that shattered the wooden baseball bat.

The second thug began to back away in fear before sprinting off into the street. As his eyes were still stuck on the man who had broken his weapon and beaten his friend, the thug failed to see an oncoming taxi until it was to late. The taxi slammed into the thug, sending him careening through a glass bus stop. The taxi driver skidded to the side before realizing what had happened.

Liz looked in awe at what the man in the suit had done. Seeing the girl was still on the ground, the well-dressed man picked up his umbrella before approaching her. Liz stared at him in shock before speaking. "Are you a mutant too?" The man in the suit smiled before answering. "No. Just well trained. What's your name?" Liz hesitated a moment before answering. "Liz Allan."

The well-dressed man smiled before offering his hand to help her up. Liz happily accepted the help as he was lifted back on her feet. "My name is Phil Coulson. Agent of SHIELD. I think I might be able to help you."

**I hope you enjoyed. Harry's transformation into a villain is almost complete and I hope you like what I've done with Madam Webb as well as the appearance of everyone's favorite shield agent. Please review and subscribe! Again comment for what villains or characters you want to appear.**


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